CLASH OF THE SPIDERS
by ABOOK5117
Summary: Following the events of CONTEST OF CHAMPIONS, the newly made Avenger, the Spectacular Spider-Man, must now face an opponent he was expecting: The Superior Spider-Man!
1. INTRO

_DISCLAIMER: ALL CHARACTERS BELONGING TO THE SPECTACULAR SPIDER-MAN, DEVELOPED BY GREG WEISEMAN AND VICTOR COOK, AS WELL AS AVENGER: EARTH'S MIGHTIEST HEROES, DEVELOPED BY CEERO NEELI, JOSHUA FINE AND CHRISTOPHER YOST, ARE ALL COPYRIGHT PROPERTY OF MARVEL COMICS INC. THE PURPOSE OF THIS STORY IS FOR ENTERTAINMENT ONLY, AND NO PROFIT IS BEING MADE FROM THIS PROJECT. IN OTHER WORDS…PLEASE DON'T SUE._

 **INTRO**

" _ **Well, I'd never thought I'd say this…but I think my luck is changing for the better."**_

On the busy New York side streets, the happy teenage couple, the brown haired, hazel eye Peter Parker and the beautiful, blonde haired Gwen Stacy, were walking arm and arm to a nearby coffee shop.

" _ **Yep, that's me, Peter Parker, and the cute girl with me is my dream girl slash new girlfriend, Gwen Stacy. It's been a month since I, or 'Spider-Man', had one the Contest of Champions tournament, and I have to say things seem to be doing pretty good so far. I was now a full time member of the Avengers, and with their help, I was able to put Norman Osborn away for a long, long time. And as a bonus, I, the hero, actually ended up getting the girl this time! As I said before, I was finally able to be with Gwen, the girl that I love and always wanted to be with, but was always out of my reach, mainly thanks to my web-slinging and fighting crime. But now, here we are, together at last, and man does it feel good! With her with me, I finally feel complete, and the fact that she loves me just as much as I do her makes it all that much better! Definitely something you can't put a price tag on."**_

" _ **But, I'd be lying if I were to say that it didn't come without a price, meaning that she was dating my best friend Harry Osborn, who at that time was driven over the edge thanks to a symbiotic suit, given to him by his lunatic father. I knew that it must've hurt Gwen for her to break his heart like that, just like it broke mine to have to fight him at the tournament and to hear that he was sent to Ravencroft afterwards. Strangely enough though, that wasn't the only thing bothering me that day."**_

As both he and Gwen stopped at a crosswalk and waited for the light to turn green, Peter caught a brief glimpse of a newspaper article on the newspaper vending machine showing the picture of the round, green coat wearing, metal tentacled scientist named Otto 'Doctor Octopus' Ocatvius with the banner head saying 'Where is Doc Ock?"

" _ **I didn't catch when of it until a couple of days after I won the tournament, but apparently, during the whole 'Contest of Champions' fiasco, Doc Ock had just been paroled from prison for good behavior, and after that, he disappeared without a trace. Part of me wanted to believe that he lagitimately changed during prison, and he's now using his time as a freeman trying to make amends for all the crazy things he's done. But given the fact that at point, he kidnapped Gwen and tried to take over the world, I wasn't exactly ready to warm up to him just yet."**_

While waiting, Gwen looks up to see Peter and notices his distressed expression. "Pete, are you okay?"

"Huh?" Peter replied to Gwen, snapping back to reality and giving him a sheepish smile, "Oh, yeah, yeah I'm fine!" Moments later, he turns back to the newspaper vending machine, causing his worried look to return. "I just…have allot on my mind."

Gwen looks and sees the newspaper machine for herself, and thus lets out a saddened sigh, knowing that Peter now has his mind on his 'other' work. "You're worried that he's free, aren't you?" she asked him quietly so the people around her wouldn't her what she was saying.

"Yeah," Peter replied truthfully with a whisper, then sees the light across the street changed to that of the 'Walking' signal, and he and Gwen walk forward with the crowd. "But what worries me more is that nobody has seen or heard from him since he got released. Meaning that I don't know if he's really sincere that he's change…or if he's planning something."

It was at this point, Gwen grabs hold of Peter's arm and squeezes tightly. "Well, try not to worry about it right now," Pete," she tells him in a comforting tone. "If he shows up, I know that you'll stop him just like you did so many times before, and this time, with the help of the Avengers." Gwen then they were now just a couple of steps away from the coffee shop and thus decides to lighten the mood by putting on a playful demeanor. "Besides, what you should be worried about is how you plan on treating your girlfriend to a coffee date you owe her!"

Hearing Gwen's words was enough to make Peter's worried expression to disappear, and as he turned to face her, gives her a smile. For there was just something about her that always made Peter forget about his many worries and it made him all the much more grateful to have her by his side. "Nothing would make me happier," said the light-hearted Peter, but just as he was about to open the doors to the coffee shop, his demeanor changes from relaxed to concern as he felt the tingling of his spider-sense.

Needless to say, this catches the attention of Gwen, who now is more worried as her boyfriend. "Peter? What's wrong?"

Peter does not answer right away as he is compelled to look up and his eyes grow huge with fear when he sees that the cause was that of Iron Man, his fellow Avenger and one of his idols, falling from the sky after apparently getting hit by something, or someone, powerful. "GET BACK!" yelled Peter, catching the attention of the pedestrians around him and as they look up and see the falling Iron Man for themselves, all scream and ran off in fear. As for Peter, he grabs hold of Gwen's hand and he pulls here away from the doors and allow Iron Man to fall to the pavement.

But just as the Shellhead was just a few feet above the ground, Iron Man manages to stop himself by pointing his jet boots and palms downward and powers them up with enough power to make him hover in the air, successfully stopping himself from landing on any people below. A split seconds later, Iron Man rockets back into the sky and flies off, feeling quite angry in the process. "Okay, now the kid gloves are off!"

This, of course, causes the armored Avenger's trusty artificial intelligence, J.A.R.V.I.S., to speak up. "I take it that our new friend has, 'crossed the line' sir?"

"He suckered punched me, J.A.R.V.I.S.," Iron Man replied sharply. "Not to mention almost made crush a few innocent people. So yeah, it's pretty safe to say that he just made it personal." With that declaration, Iron Man files off back to the battle that he, and the rest of his fellow Avengers, are fighting in another part of the city.

As for Peter, quickly brings Gwen into an alley from the panicked crowd. "Gwen listen, I need to…"

Gwen quickly placed her fingers over Peter's mouth to silence him. "I know, get to the lower levels while you help the Avengers," she said to him, then briefly moved her fingers and gave him a quick kiss on the lips. "Just be careful."

"Always," Peter replied, gently holding Gwen's cheek.

This causes Gwen to briefly place her hand over Peter's and gently presses it up against her cheek, feeling the warmth of his touch one final time before reluctantly pulling away and joining the lines of people going down into the subway and the lower levels of the city.

As for Peter himself, he runs deeper into the alley, where he then begins to take off his street clothes and show his Spider-Man costume underneath, suiting up to aid his fellow Avengers with the latest threat.

Meanwhile, right in front of the Daily Bugle, the Avengers, which consisted of Captain America, the Wasp, Ms. Marvel and Black Panther, all had their hands full in dealing with a new incarnation of the Masters of Evil, which roster included:

THE MANDARIN: (the leader of the team, who was an Asian man in his mid-forties with long black hair and mustache, wearing green armor with a matching cape and his hands glowing with power thanks to the rings on all of his fingers.)

ARMADILLIO: (a middle aged Caucasion man donning a large, bulky orange armor with clawed hands and feet.)

TIGER SHARK: (a man clad in a black and yellow jump suit, with a large fin that started from the top of his head and went down to his lower back, with highly noticeable, pointy Adamantium teeth.)

MISTER HYDE: (a large, bulky, muscular man dressed in a green suit, but at the same time, maintains a savage appearance.)

And DREADKNIGHT: (a man clad in medieval style armor with a white, skull-like helmet, carrying a lance and riding on what appears to be a winged, cybernetic horse.)

In the midst of this free for all between the Avengers and the masters, the leaders of the teams, Captain America and the Mandarin, were engaged in close quarters combat, with Cap holding up his circular shield over to block an incoming right jab from the Mandarin and counters with a stiff right legged side-kick to the ringed villain's side, forcing him to stumble back. Afterwards, the Sentinel of Liberty continues his attack by throwing a left legged front kick.

However, the Mandarin shows his martial arts skill by using his left hand to block push Cap's foot downward. He then spots the Super Soldier using that same leg to throw a high round kick, forcing the villain to hold his left arm up next to his head and successfully block the attack.

Moments later, the Mandarin fights back by channeling his will power into his right hand, and with the power of the Impact ring on his index finger, causes his hand to glow and goes for a super charged straight punch, aiming for the star on Cap's chest.

Fortunately though, Cap manages to hold his shield in front of him and blocks the Mandarin's punch. However, the charged punch was so powerful, it sent Cap flying backward a few feet away and crashing through a display window of an electric store.

Now with the upper hand, and figuring that the Avengers would be directionless without their leader, the Mandarin holds up his left fist, concentrates and fires an electric blast with the intent of destroying the store with the Super Soldier inside.

But before the villain's blast could reach its target, Iron Man comes flying down from the sky and upon landing on the pavement, holds up his left arm, projects an energy shield and deflects the blast, saving his fellow Avenger in the process. Afterwards, the Shellhead lowered his shield and retaliated by holding up his right hand and fires a repulser blast, which end up hitting the Mandarin's chest and sends him flying and back first onto the wall behind him. "And THAT was for blind sighting me!" Iron Man exclaimed, then looks over his right shoulder to see a wincing Cap as he got out of the store. "Cap, you okay?"

"Fine, thanks for asking," Cap answered back, finally crawling out of the store and placing his feet on the sidewalk. Moments later, the Sentinel of Liberty sees Tiger Shark charging towards him through the corner of his right eye and thus holds shield over his head to avoid his finned attacker's hammer blow. Afterwards, Cap fights back by throwing a left middle punch in the villain's gut, the capitalized by spinning around and throwing a shield enforced spinning right back fist, hitting Tiger Shark on the left side of his head and sending him down hard on the pavement.

Iron Man looks at Cap with an impressed and pleased expression behind his faceplate, seeing Cap being able to take down Tiger Shark proved to be a definite answer that the Super Solder was fine. However, the Shellhead receives quite another shock when the Armadillo stomps towards him from the left side and lets out a loud roar as he holds his fist over his head and goes to bash Iron Man into the pavement. Naturally, Iron Man was alerted by this and thus steps back and charges his repulsers to fire a blast.

However, before any move was made by either man, a large web-ball comes out of nowhere and covers the Armadillo's face, stunning the large behemoth causing him to stagger into the waiting arms of Ms. Marvel, who comes up behind him, wraps her arms around his waist, then uses her super strength to pick him up and give him a belly to back suplex, slamming him to the pavement and making a small earthquake. As Ms. Marvel stood up off the ground and levitated away from the dazed Armadillo, she said this to a stunned Iron Man in a playful tone. "Don't seem to be on your game today, Tony!"

"Just a rough start, but I'm getting my second win," Iron Man replied, then looks around and sees the newly suited, red and blue suited Friendly Neighborhood Spider-Man come swinging from a web-line than lands and perches on top of a lamp post. "By the way, nice save, Web-Head."

Upon hearing Iron Man tell him this, Spidey himself has a confused, unsure look behind his mask. "Thanks but…I didn't shoot that web."

Naturally, this answered Iron Man was shocked by this revelation, but moments later, both he and the Web-Head received another surprised when they heard the voice of what sounded like a seventeen year old male. "No, you didn't!" This caused both Spidey and Iron Man to look up and see that the voice belonged to that of…another Spider-Man! However, this one appeared to be vastly different, in that his suit was red and black, with a large spider symbol on his chest, his gloves had talons on them, his mask had tinted black lenses and had four red, robotic spider-legs that were holding him up over the ledge of a nearby roof, which allowed him to hold both hands up in a web-shooting fashion in order to shoot webbing into the Armadillo's face. "That webbing was mine." Moments later, he turns his attention a still stunned Spidey, and what he said shook the young Web-Head to his core. "As well as a few other things that you have taken from me!"


	2. FIRST MEETING

**FIRST MEETING**

Of all the surprises that Spidey encountered in his career. From the Big Man, Galactus and fighting Norman Osborn in the tournament…this obviously took the cake. _"Another Spider-Man?!"_ he thought in disbelief. _"And he said *I* took something from *him*?! Even when it's obvious that he's stealing MY schtick?!"_ While standing there in a mixture of anger and confusion, Spidey is quickly brought back to reality when he feels the tingling of his spider sense. This forces him to turn around and see the Black Panther flying towards him as if he was thrown by someone, thus causing the young Wall-Crawler to open his arms and successfully catches him.

As for the Panther himself, while he was grateful for Spidey was able to save him, he still cursed himself on how he, the King of Wakanda, allowed himself to be open for a cheap punch from a much bigger opponent, that being of Mr. Hyde, who is now stomping towards both Spidey and Black Panther in a blind rage.

This, of course, causes the mysterious new Spider-Man to use the circuitry in his mask to jump up off of the ledge and into the air. As he flipped forward, the red and black Spider-Man mentally commanded his spider legs to retract into his backpack, which allowed him to pint his right hand at Mister Hyde below, shoot a web-line which ended up hitting his massive chest, then zipped down and used his right leg to deliver a flying kick, nailing the villain in the face and causing him to stumble back. After flipping in mid-air, the red and black Spider-Man lands on his feet and looks over his shoulder to see Spidey, as well as give him a bitter scowl behind his mask. "You and I have much to discuss, but unfortunately, it will have to wait," The red and black Spider-Man turn turned his attention back to the recovering Mister Hyde. "For now, we are going to have to work together in bringing these rogues down!" With that said, this newer, as well as blunt, Spider-Man mentally commands his robotic spider-legs to pop out and of his back-pack, then jump and propel him up into the air and straight towards the fully recovered Mister Hyde.

The Black Panther, just like Spidey, was very suspicious of this new, robot legged masked man, but reluctantly turned to the Web-Head to tell him this, given the situation. "I must admit, my young friend, he does have a point."

Spidey lets out an uneasy sigh in agreement. "Yeah, I know," he told the Wakandan King while still looking at the other Spider-Man, who by this time uses his robotic legs to jump up to avoid Mister Hyde's attempt to smash him into the pavement and places his hands and feet to stick to the wall. "Besides, I gotta show how being a Spider-Man is done!" With that said, Spidey shoots two web-lines which hits the ground beneath Mister Hyde's foot, then zips over, curls his legs and delivers a powerful drop kick, forcing the brute to go down on his right knee. The Black Panther runs in to aid the two Spider-Men in dealing with the kneeling Mister Hyde, but along the way, he looks up and sees something even more alarming.

Namely that of the Dreadknight, who was riding in the air on his winged cybernetic horse, using his sword to try and swat away the pixie-sized Wasp, who continuously shoots her 'wasp sting' blasts around his helmet.

This leads the Black Panther to jump up, flip forward or Mister Hyde and kicks both of his feet into the back of brute's head, using him as a boost to get up in the air and causing the villain to fall forward as a result. Once he got close enough to the Dreadknight, the airborne Wakandan King uses his right leg to throw a sidekick, nailing the Dreadknight in his chest and off of the winged horse, sending him down hard to the ground below. As the Black Panther managed to land on his feet like his name, the cybernetic horse appears to power down and fall from the sky and fall to the pavement, the cause of which was that of the Dreadknight's armor no longer on its back, which powered it's CPU.

This, however, results in the Wasp herself to fly down to the Black Panther looking quite annoyed. "Hey, T'Challa! I had that guy…" in the midst of her grilling the Wakandan King, Wasp catches a glimpse of the two Spider-Men, both the Spidey she knows and the red and black Spider-Man she's seeing for the first time, fighting Mister Hyde and is looking quite dumbfounded. "Uh…does Spidey have the power to clone himself and he didn't tell us?"

"It would seem that there is more than one Spider-Man among us," the Black Panther replied, then through the corner of his eye, he spots the Dreadknight getting back up to his feet and with sword still drawn. "But I am afraid that it is a dilemma that can wait."

"Understatement of the century!" Wasp replied, charging her hands with energy as she and the Black Panther waited for the Dreadknight to come running towards them.

Meanwhile, the two leaders of the Avengers, Iron Man and Captain America, still find themselves fending off against the Mandarin and Tiger Shark. As Cap blocked and traded punches with the savage Tiger Shark, Iron Man was putting his hand to hand combat training he received from the Super Soldier to block energy charged fists from the Mandarin. Finally, after spending way too much time on the defensive, the Shell-Head blocks and punches the Mandarin's left fist upward, forcing the villain to fire an electric blast into the air, then fights back by taking his right armored fist and delivers a middle punch to his chest, holding back his armor's power, but at the same time, strong enough to send his mult-ringed opponent flying backward.

However, the Mandarin manages to save himself by flipping backward and landing perfectly. Moments later, he fights back by throwing his right hand backward, while at the same time, concentrates his will power into the Vortex ring in his middle finger, then creates a supercharged air composed vortex, propelling the villain towards Iron Man and uses his left leg to throw a flying kick. Fortunately for Iron Man though, he quickly sidesteps to the right side, dodging the kick just in time. But even in missing hi target, the Mandarin continues his assault by throwing a left legged front kick. Though Iron Man used both of his hands to block the kick, this was the Mandarin wanted. For it gave him the chance to concentrate, charge the rings on the fingers and deliver stiff, glowing jab to the Armored Avenger's faceplate, causing him to stagger backward in a daze.

Now in control, the Mandarin walks over to the disoriented Iron Man with an evil smile. "I must admit, Stark, your fighting abilities are…adequate to say the least," he told the Shell-head, then sees him recover quickly enough to throw a left jab and easily leans sideways to the right to avoid it. Moments later, he uses his left hand to grab Iron Man's wrist, and with the electric ring, shocks the Armored Avenger with enormous volts of electricity. All of which of course gives him the opportunity to channel his energy into the impact ring on his right index finger and delivers a swift but powerful middle punch to Iron Man's chest plate, sending him flying back into an abandoned car. "But adequate is not enough if you're going to beat me!"

Meanwhile, Cap is still defending himself by using his shield to block powerful blows from Tiger Shark. At one point, he looks straight ahead to see Iron Man in a daze and the Mandarin charging up his hands to fire a powerful blast to finish him off. Knowing that his teammate was in trouble, Cap springs into action by taking his left hand to catch an incoming left jab from Tiger Shark and redirects it to the left side. Along the way, the Super Soldier turns and with his shield on his right arm, throws a spinning right back-fist, ramming the center of his shield into the back of the sharp toothed villain's head, knocking him loopy as he stumbled forward and fell on his face to the pavement. Afterwards, Cap makes his move to save Iron Man by pulling his shield off of his right arm and throws it to the left side, where it ricochets off a wall and nails the Mandarin on the side of his head, sending him down to the ground and outcold.

Naturally, this surprises Iron Man and causes him to look straight ahead to see Cap holding his right hand to catch his shield. Though he silently felt a little embarrassed that Cap had to bail him out, he nonetheless was grateful that the Super Soldier had his back. However, his mood soon changed to that of concerned when he saw a fully recovered Tiger Shark leaping up and going to tackle Cap down the ground and sink his teeth into his Super Soldier's shoulder. And so, Iron Man acted by getting back up on his feet, holds up his right hand and fires a repulser blast, hitting Tiger Shark in his chest and sending him flying into lamp post, where he slides down and slips into unconsciousness.

Cap looked over his shoulder to see the now outcold Tiger Shark and could help but be a little surprised with how quickly he was brought down. Still, he was glad that he was dealt with so he and his fellow Avengers could stop the rest of the villains. As such, he turns and sees Iron Man, who by this time seemed to be struggling to walk, and just as the Super Soldier went over to help him, the armored Avenger held up his hand to stop him and as he stopped, he stood up straight, causing Cap to give his armored teammate a respectful nod. "Thanks for the save back there, Tony."

"Just returning the favor, Cap," Iron Man replied with strain voiced, but still shows his admiration for the Super Soldier.

Meanwhile, a levitating Ms. Marvel is giving powerful haymakers to the armored brute, Armadillo, who to his credit, was still on his feet, showing that he can take punch. It wasn't long for Armadillo to feel sick of being the blonde haired Avenger's punching bag and thus leans back to avoid an incoming left hook, and using his right arm to reach over his left shoulder and gives Ms. Marvel ad hard backhand, sending him flying towards Cap and Iron Man.

By this time, Iron Man is talking to J.A.R.V.I.S. regarding the shape of his armor. "J.A.R.V.I.S., damage report."

"Armor damage is at twenty four percent," J.A.R.V.I.S. replied. "Though not serious, I suggest you proceed with caution," Suddenly, through the mini camera located on the top of Iron Man's helmet, J.A.R.V.I.S could see Ms. Marvel flying from the left side at high speeds. "And you can start by watching your left."

Iron Man heeds J.A.R.V.I.S.'s warning and turns to see Ms. Marvel coming his way, thus causing his eyes to grow huge with surprise and open his arms to catch her.

However, Ms. Marvel manages to save herself by flipping backward and landing on her feet, right in between both Cap and Iron Man. "Did I catch you two on your lunch break?" said the feisty Warbird as she stood up and got in a fighting stance.

Cap looked straight ahead to see Armadillo coming their way and also stood in a readied stance, shield on right arm. "Not at all, Ms. Danvers!"

Iron Man also stands ready, but with both repulsers charging. "So am I…but I'm starting to wish we were all eating shawarma right about now."

Once he was close enough, Armadillo soon rolled up into a ball and headed straight towards the three Avengers. However, showing their awareness of how to avoid huge obstacles, all moved out of the behemoth's way with Cap lunging and rolling to the left side, Iron Man flying to the right and Ms. Marvel flying straight up into the air, thus causing Armadillo to miss them and roll into an abandoned car instead.

Meanwhile, Spidey is fighting alongside his mysterious counterpart against Mr. Hyde, who lets out an angry roar and slams both of his fist into the ground, prompting Spidey to jump back to avoid and spray webbing into the brute's eyes. With Mister Hyde desperately trying to get the webbing off of his face, this leaves the and black Spider-Man, with his robotic spider legs still drawn, sends a mental command to his two upper spider legs to lean back like two snakes ready to strike and fire two electric blasts at Mister Hyde's chest, which powerful enough to knock him off of his feet.

A sight in which surprised, and even impressed Spidey. "Robotic legs that shoot electricity? Not really spider related, but cool nonetheless."

This quip causes the red and black Spider-Man to let out an aggravated grunt and roll his eyes behind his eye lenses. "Children, so easily amused."

While on the ground, Mister Hyde pulls the webbing off of his face and sees his chest smoking from the red and black Spider-Man's electric blast and was angrier than ever. As he got up to his feet, the brute noticed an abandoned Voltzwagon, grabs it with both hands, picks it up like it was nothing and throws it like a lawn dart at the two Spider-Men. Fortunately, the two Web-Heads were alerted of this thanks to their spider-sense, and upon turning to see the car heading their way, they avoid it by Spidey jumping and leaping to the left side, while the red and black Spider-Man uses all four of his spider legs to jump up and propel him into the air.

While he was airborne, the red and black Spider-Man mentally retracted his robotic spider legs back into his backpack, all so he can point his right hand downward and shoots a web-line which ends up sticking to a broken lamp post right behind Mister Hyde. A split second later, he zips downward and ends up right behind the giant brute, then points both of his hands forward and shoots two web-lines making a direct hit at the back of the villain's feet.

As for Spidey, he too holds up his right hand and shoots a web-line, only for it to stick to Mister Hyde's massive chest. Afterwards, the Wall Crawler goes on the offensive by zipping towards the bewildered Hyde.

Though they did not intend for this to happen, both Spidey and the red and black Spider-Man actually worked together, with Spidey throwing a right legged flying kick into Mister Hyde's face, while the red and black Spider-Man zipped and used both of his feet to deliver a massive mule kick the back of Mister Hyde's knee, causing the balky villain to fall straight on his back once again. Spidey, who ends up crouching on top of dazed Mister Hyde's chest, made sure that he stayed down by winding his right fist back and delivered a hard right hook to the villain's chin, which succeeded into knocking him unconscious. However, this attack also proved painful to Spidey as well, as he shook his hand, hoping that it wasn't broken. "Ow!" said the Web-Head as he stood up on now slumbering behemoth's chest, then looked down and pointed his left finger at him. "And stay down!"

The red and black Spider-Man looked on with a 'small' amount of admiration. "Not bad…for an amateur."

Upon hearing this remark, an angry Spidey instantly jumps off of the fallen Hyde and walks over to his stuck up counterpart. "Amateur?! Pal, you're talking the real…!" At that moment, Spidey caught a glimpse of one of the cars that was destroyed during the battle, and thus shook his head to regain focus at the situation at hand. "You know what, never mind! Like you said earlier, this can wait! We need to help Cap and the others!"

Suddenly, before the two Spider-Men could move along, they are greeted with a large and unconscious Armadillo dropping right in front of them, landing on ground so hard, it causes a small tremble. Moments later, the victorious Ms. Marvel, as well as Iron Man carrying Cap, all hover down to the ground to meet the stunned Wall-Crawlers. Also making a surprise entrance was that of the Black Panther, who carries an unconscious Dreadknight over his shoulder and tosses him on the chest of Armadillo. Also with the Wakandan King was that of the Wasp, who flies in next to the Panther and with her radiant smile. "Thanks Web-head," Wasp told Spidey with her hands on her hands on her hips. "But we got it covered."

Cap soon steps away from Iron Man and walks towards the two Spider-Men. "Right, and with the villains now out of the way," The Super Soldier turns to the red and black Spider-Man with a suspicious look on his eye. "Would you mind telling us who you are?"

It was here that Spidey jumped in, being equally curious if not uneasy around this new Spider-Man. "Yeah, and more importantly, what's this about me taking something from you? Did I take your seat on the subway?"

The red and black Spider-Man lets out a scoff after hearing Spidey's quip. "Childish humor, I'm so grateful that I outgrew that," he said in an annoyed tone, then turns to face Spidey himself with a narrowed brow behind his mask. "But what I am NOT grateful for is that my powers, and my name, being stolen from you! And I am here to take them back!"

This was more than enough to anger Spidey, so much that he stepped in and put his hand up to stop his imposter to stop talking. "Whoa, whoa, hold up! Look I don't know how you got your powers and equipment, but the tile of Friendly Neighborhood Spider-Man belongs to me! In fact, with those creepy electro legs, why don't you just use the name Tarantula, I don't think that's taken!"

At this point, the red and black Spider-Man was equally livid, causing his four spider legs to pop out by instinct. "The only thing I'll take is the opportunity to teach an insufferable thief like you a lesson in humility!"

Before things took an ugly turn, Cap steps in and places his shield hand in between the two Spider-Men and pushes them apart. "Easy, you two!" said Cap after he successfully separated them, then turns his attention to the red and black Spider-Man, whose spider legs are still drawn. "Now look, it's not that we don't appreciate your help, but showing up out of nowhere and threating to start another fight after ending one isn't going to solve anything."

Suddenly, to make matters even more complicated, the discussion between the Avengers and this new Spider-Man is interrupted when a stretch limo pulls into the battle ravaged street. Moments later, the back door opens and out came a thin, business suit wearing, middle aged but grey haired man who just so happens to be the owner of the billion-dollar corporation Hammer Industries, Justin Hammer. "Spider-Man!"

Both Spider-Man heard Hammer calling them, as well as the rest of the Avengers, with Iron Man himself looking more shocked and confused behind his faceplate. _"Hammer?!"_

Moments later, both Spider-Men answered the billionaire by saying this in unison. "Yes?"

As Hammer approached them, he gives Spidey a look of disdain. "Not you," he told the young Web-Head, then turned his attention to the red and black Spider-Man. "You! Did we not have this discussion about you properly unveiling yourself tomorrow? Thus handling this mess the proper way?!"

Meanwhile, up on the top floor of the Daily Bugle, Robbie Robertson was inside the office of J. Jonah Jameson, looking down at what was transpiring outside through the office window and shocked to see two Spider-Men below. As for Jameson himself, he's busy talking on the phone yelling at a 911 operator. "WHAT'S NOT TO UNDERSTAND?! I NEED THE NATIONAL GUARD HERE AND NOW!" he roared. "I GOT SUPERPOWERED PSYCHOES FIGHTING IN FRONT OF MY BUILDING AND EVERY SECOND THAT YOU LECTURE ME ON…"Suddenly, Jonah could feel a still stunned Robbie tugged and Jonah's arm, causing the editor to cut his rant short and turn to his co-worker and friend. "Damn it, Robbie, what is it...?!" Jonah soon looked down at the street below and sees the two Spider-Men side by side, something that caused his eyes to grow huge with shock. "TWO OF THEM?!"

Back outside, Hammer's presence seemed to have calmed down the angry red and black Spider-Man, but it caused Spidey and the rest of the Avengers to get suspicious. Most notable Iron Man, who walks over to Hammer, all the while mentally commanding his faceplate to slide up and reveal the displeased face of Tony Stark. "What's this all about, Hammer?" asked Tony, who then points at the red and black Spider-Man. "How do you know THIS Spider-Man?"

Hammer soon turned his attention to Tony, with his distrustful expression still present. "What I can tell you Stark is that this is a matter of a true hero's name and respect being stolen from him," Hammer replied, then pointed in index finger at a just as bewildered Spidey. "Something in which you, whether you know it or not, are contributing to by allowing this….pretender to be on your team of so called superheroes!" Hammer could see that Spidey, as well as the rest of the Avengers, were about to voice their objections, which forced him to hold his hand as he continued. "But…if which to know more about this situation, as well as what you can do help solve it, we will be holding a press conference at the Hammer Industries headquarters tomorrow at noon." After giving that answer, Hammer turn his attention to the red and black Spider-Man, giving him a stern look. "Right?"

With an aggravated sigh, the red and black Spider-Man complied to Hammer's words by mentally commanding his spider-legs to retract into his backpack once again. "Fine," he said irritably, then turns to the Avengers. "I hope all of you will be watching…." He then turns his attention to Spidey and narrowed his eyes as he pointed his index finger at him. "Especially you!" With that said, the red and black Spider-Man held his right hand up into the air, shot a web-line and swung away.

As Hammer turned and made his way to the limo, Tony and the rest of the Avengers looked baffled, as well as concerned for what just transpired. But none so more than Spidey, who looks on at the red and black Spider-Man swinging off and his mask covering a worried look. _"I got a feeling that there's more at stake than gimmick infringement here,"_ thought the Wall-Crawler. _"And knowing the typical Parker Luck…it's probably bad."_


	3. KNOW YOUR ENEMY

**KNOW YOUR ENEMY**

Back in the underground stairway leading the subways, many people were being led back up into the street once they received news that the battle between the Avengers and the new Masters of Evil had concluded. Among them was that of Gwen Stacy, who walked alongside the crowd but was looking on to see if she saw Peter, hoping that he had already changed into his street clothes once the fight was over, and more importantly, if he wasn't injured. Suddenly, she could feel her cellphone vibrate in her purse and thus into it, pulls out and sees that the number on phone belonged to that of Peter's phone. Not wasting another second, the concerned Gwen tapped on the 'answer call,' icon and answers the call. "Peter?!"

" _Gwen, are you okay?"_ Peter answered on the other line, sounding concerned tone.

"I'm fine, but what about you?!" Gwen answered back sounding quite stoned stern. "What about you, are you okay?"

" _No, I'm fine. In fact, I never even got hit. The fight was pretty busy…despite the weirdness that followed."_

Naturally, this response left Gwen confused. "...weirdness?" she asked bewildered, once what could possibly be so unusual than her boyfriend being a superhero.

However, Gwen is brought out of the phone conversation when she heard a young boy call out. "Hey, it's Spider-Man!"

This causes Gwen, as well as the rest of the people in the area, looks up in the sky. "Well okay, I'm about to…see…you…?" At that point, Gwen looked on with shock and confusion when she saw that the Spider-Man swinging from building to building was not Peter, but the red and black Spider-Man that showed up and aided in the battle earlier.

As this happened, Peter Parker himself, this time changed in his street clothes, still one the phone with Gwen and was looking about dejected as he saw her and the rest of the pedestrains looking on at his swinging copycat. "Wrong me."

Hearing Peter's voice was enough to make Gwen to stop staring in awe at the red and black Spider-Man in the air, and hearing that Peter's voice was nearby, turns and sees Peter, causing her to run over and hug Peter tightly. As she pulled away, the stunned Gwen asked the obvious question. "Pete…was THAT another Spider-Man just swinging by?"

"Yeah," Peter replied somewhat begrudgingly, as well as an irritated tone. "He helped us take care of the bad guys, but he's claiming that HE was Spider-Man before me, and claiming that I'M stealing HIS dig."

Gwen couldn't help but give boyfriend a bewildered expression. "What?!"

Peter could feel himself getting worked up, but luckily, looking at Gwen's baby blue eyes was enough to make him calm down." "It's complicated," Peter replied gently as he placed his hand on his girlfriend's shoulder. The point is everybody's safe…YOU especially." Suddenly, Peter looked through the corner of his left eye and saw Captain George Stacy, Gwen's father, running towards them with a somewhat panicked expression. "And I'm not the only one who feels that way."

Gwen then turns to see where Peter was looking and was pleasantly surprised to see her father heading towards them. "Dad!"

Once he approached his daughter, George wastes no time in hugging Gwen tightly, relieved that she was safe. "Thank god!" he said quietly, then turns to Peter, giving him a look that was a mixture of being stern, but at the same time, gratitude. "Thanks for keeping her safe, Peter."

"No problem sir," replied the humble Peter, feeling just as glad as the police captain to see Gwen in one piece, but still wished he was right there at her side.

Finally, Gwen pulled away from her father, and decided to say something to help maintain Peter's identity, as well as to secretly give him credit for not just saving her, but the city. "It's a good thing Spider-Man and the rest of the Avengers showed up when they did.

Though he shared Gwen's feelings, George felt compelled to share this, based on what he not only heard from witnesses, but what he had just saw along with the rest of the people nearby. "Spider-MEN," he clarified. "Apparently there's two of them now."

Gwen gives her father a nod in response. "We know," she told George, still feeling baffled by all this, then turned her attention to Peter. "Peter and I saw him swinging by just a few seconds ago."

Peter, still just flabbergasted by this situation, gives Gwen a returning nod then looked up in the sky as he thought this to himself. _"And upon seeing him, made my life even crazier than it already is. In fact, he probably made the Avengers starting doubting me, not to mention the rest of the New Yorkers who some are now finally starting to see me as one of the good guys….not to mention give more fuel to J.J.'s 'Spidey hate' campaign. Geez, whenever my bad luck takes a break, it'd be nice if it's it longer. Like…ten years long!"_

Meanwhile, back in the war room of the Avengers mansion, Tony Stark, still in his armor but minus his helmet, is meeting with the rest of his teammates, Captain America, Black Panther, Wasp and Ms. Marvel, in regards of the meeting with Justin Hammer, as well as his association with the second Spider-Man. Also in the war room were that of the former Ant-Man turned science adviser, Hank Pym, the team's archer, Hawkeye, the newly repaired and functioning Vision and the Asgardian God of Thunder, Thor. As the team began to get settled in, the Vision looked around curiously to address the one teammate that was missing. "I wonder….why is the Hulk not present? Did he not agree to once again rejoin us?"

Hawkeye is the one who answers the android, leaning back in his chair. "Ah, you know 'ol Jade Jaws," he snorted. "Not happy unless he's hitting something."

Hank flashed the archer a look. "Be that as it may, we need Bruce here."

Suddenly, the war room's double doors slide open, causing all of the Avengers to turn and see the person coming one was that of the Hulk himself, who by this time was literally smoking and his hair appeared to be singed.

While the Avengers looked understandably shocked by the Hulk's appearance, the Vision appeared to be the only one out of all of them who appeared to have a pleasant demeanor. "Greetings Hulk," said the android. "We were just discussing about you're absence. "Needless to say, this statement earned Vision allot of annoyed looks from his fellow Avengers.

Nevertheless, the Hulk walked into the room, smoke still rising from his body. "Yeah, well, I got caught up in a fight by some electric chump named Zzaz," said the Green Goliath, finally stopping at the table and crossing his arms. "But I'm here now, so what's the big emergency?"

Thor could only give the Hulk a disappointed expression. "Courteous as ever, Troll," he said under his breath, not just with how he shows up to the meeting with him and his comrades, but also on how he was involved in a battle and didn't think to invite him.

As for Tony, he answers Hulk's question by tying on the keyboard on the table and shows the holographic images of Justin Hammer and the red and black Spider-Man. "That would be these two."

Thor looked up at the image of the new Spider-Man and couldn't help but look shocked and confused by his appearance. "Is that…the Man of Spiders?"

"No, or at least, it's not Peter Parker," Tony replied, still looking at the image. "We don't know who this guy is, but he claims that he had been Spider-Man way before Peter and he's getting help from Justin Hammer, a big time billionaire."

This remark caused Hawkeye to roll his eyes in annoyance. "Great, as if having one smart ass Wall-Crawler wasn't enough, now we got to deal with two of them?"

Cap soon cuts the archer off. "That's enough, Clint," he told his teammate, then looks over to Tony. "But Tony, aside from this other Spider-Man, how is it that you know this Hammer character?"

"We've met a few times at a few business galas a few years back," Tony replied, sounding disgusted, then touched the arc reactor on his chestplate as he recalls the fateful day that changed his heart, literally and figuratively. "Way before I became Iron Man and used my family's company to manufacture weapons. Hammer's company did the same thing, and it wasn't until one day that I beat him to a new contract with the U.S. Military did he hate my guts. Naturally, after called off all weapons manufacturing in Stark Industries, he made a bid for my company's spot in the Military and got it, even though that there are rumors that say he got through…let's just say, non-ethical means. Still, even after getting what he wanted, Hammer still holds a grudge against me to this day."

The Black Panther sat there, appearing to be unsurprised by hearing Hammer's feelings toward Tony. "I cannot imagine," The Panther said sarcastically, his memory of Tony attempts of negotiating to weaponized his country's vibranium still present in his mind.

Though normally, the outspoken Hawkeye enjoyed ribbing on Tony as much as anyone, the S.H.I.E.L.D. agent in him saw the seriousness in the situation and said this to keep the focus being that of Hammer. "Yeah, okay, Stark, so this Hammer guy is picking up where you left off. What now?"

Before answering, Tony lets out a sigh of frustration, looking at the image of his old business rival and his apparent associate, the red and black Spider-Man. "That's what we need to find out Avengers…and soon."


	4. PREPARATIONS

**PREPARATIONS**

Later that night, deep within the lower levels of the Hammer Industries headquarters building, the red and black Spider-Man is crouched on top of one of the many steel pillars inside a large, metallic room, namely he felt most of his equipment's reaction time from battle with the Masters of Evil was a little slow, and so, did some last minute modifications and needed to test them out. And he did so by going up against another one of his creations: an android donning the red and blue costume of the Spectacular Spider-Man, which also had built gadgets that would allow it to shoot web, stick to walls and move around quickly, just like the original Wall-Crawler himself. At one point, the aptly named 'Spider-Bot' swings in and lands on top of a pillar that was not far from where the red and black Spider-Man was crouching, then shoots to web-lines at him.

However, thanks to his spider-sense and quick reflexes, the red and black Spider-Man jumps up and flips backward, dodging the webbing in the process. Moments later, he mentally commands his four red spider legs to pop out of his backpack and dart their tips into the top of another nearby pillar, thus holding the red and black Spider-Man up into the air and leaving both of his hands free to shoot two web-lines down at the Spider-Bot below. Unfortunately though, this Spider-Bot's design proved to be top notch, as it jumped and flipped backward to avoid the webbing, landing on another pillar behind it. Upon landing, the Spider-Bot holds up its right hand and shoots another web-line at the red and black Spider-Man above. Luckily for the 'new' Spider-Man though, he manages to command his upper right spider leg to come up in front of him and block the web-line before it could reach his person. Moments later, the red and black Spider-Man made his move by commanding his upper right leg to yank back, and in turn, pull the Spider-Bot towards him, all in which gave him the opportunity to command his upper left spider leg to strike towards the airborne robotic duplicate.

The Spider-Bot, on the other hand, manages to avoid this by releasing its end of the web-line and curls its legs to avoid the sharp tip of the spider leg. It later kicks its feet into the base of the spider leg, essentially using it as a boost to jump forward and straight towards the red and black Spider-Man, going for a right straight jab.

The red and black Spider-Man, on the other hand, spots this and holds both of his arms in an 'X' fashion to block the punch, but unfortunately, this causes the spider legs to lose their grip of the pillar, and sends both him and the robot duplicate to fall backward to the floor below. However, this in no means prove that the red and black Spider-Man was not in control of the situation, for as he was falling, he mentally calls his robotic legs back into his backpacks, then wraps both of his legs around the duplicate's next and performs a backflip, and in the process, throws the Spider-Bot down towards the floor. Once he was rightside up in mid-air, the red and black Spider-Man shot a web-line at the middle of the pillars, then zips toward and clings to the surface, saving himself from falling to the floor.

But thanks to the attention to detail to its design, the Spider-Bot flips forward in mid-air and lands on all fours to the floor. Afterwards, it turns and spots the red and black Spider-Man, who still clings to the steel pillars, and begins its attack by shooting two web-line at him.

Fortunately, the red and black Spider-Man avoids this by pointing his left hand downward, shoots a web-line of his own and zips down to the floor, avoiding the webbing that was coming his way. Upon landing, the red and black Spider-Man leaps forward and goes on the attack using his right leg to throw a flying kicking, intending to take the Spider-Bot's head clean off.

However, the Spider-Bot saves itself by leaning all the way back, dodging the red and black Spider-Man's kick. Upon standing straight up, the robotic duplicate turns and sees that the red and black Spider-Man landing on his feet and charges leaps towards him, going on the attack.

Fortunately for the red and black Spider-Man through, he is alerted of this attack thanks to the tingling of his spider-sense, prompting him to turn around and see the airborne Spider-Bot throwing a left legged front kick. This, of course, gives him the opportunity to sidestep to left side and allow the Spider-Bot to pass right by him. But even after dodging this attack, he sees the Spider-Bot land safely on his feet and charges towards him and throwing a right hook. Naturally, he holds up his right arm to block the Spider-Bot's incoming punch, then fights back by taking the talons on his left hand and throws a downward slash attack, cutting off the Spider-Bot's right arm by the elbow, causing sparks of electricity to spark out and its inner circuitry to be exposed. With his robot attacker now 'disarmed', the red and black Spider-Man turns and delivers a right legged spinning back heel kick, nailing the Spider-Bot in the abdomen with enough force to send it flying backward. But this was just to provide enough space between him and the Spider-Bot so the red and black Spider-Man could command his two upper spider legs to shoot out of his backpack and ram their sharp tips into the robot's chest, and with one final command, rips the robot into two, causing both halves to go flying on opposite sides of the room. With the exercise now over, the red and black Spider-Man retracts the spider legs back into his backpack, but is later alarmed by the sound of clapping.

This causes the exhausted red and black Spider-Man to turn around and sees that the clapping was coming from that of Justin Hammer, applauding his web-shooting associate's performance as he walks in. "Well done," said the billionaire. "But I doubt that it's wise of you to use all of your energy before issuing the challenge."

"Just testing out the modifications to my equipment, Mr. Hammer," replied the red and black Spider-Man, who looks at his clawed left hand and pulls off a wire that he unintentionally pulled out when he cut off the Spider-Bot's arm. As he pulled off and threw away the wire, he looks to his left side to see the severed left half of what was the Spider-Bot, and looked at it in disgust as it reminded him of the 'other' Spider-Man. "Not to mention work off some stress from earlier today. Eight way, I must keep my skills and equipment up to speed…all so I can show Mr. Peter Parker that I am the one, true, SUPERIOR Spider-Man!"


	5. DEJA VU

**DEJA VU**

It was crowded at the front of the Hammer Industries headquarters, for just about every reporter from every newspaper and station was present for the promised news conference regarding this mysterious new Spider-Man that showed up yesterday. Representing the Daily Bugle was that of the brunette, female reporter Betty Brant, and Peter Parker, dressed in civilian and assuming his duties as the paper's photographer, with camera in hand.

The press conference was not just known to those gathered there, however, namely that it was being broadcast throughout the entire city itself! Even in the coffee shop hangout, where Gwen Stacy, and her friend Mary-Jane Watson, were among the many customers watching this event unfold via one of the TV's mounted in the ceilings of the shop. Also present were that of Gwen's fellow classmates from Midtown High School, namely the beautiful and Hispanic Liz Allen, along with her best friend Sally Arvil, as well as the school's most popular jocks such as the blonde haired, muscular Flash Thompson, along with his girlfriend Sha Shan Nuguyen, the equally fit and laid back African American Randy Robertson and the overweight Korean American Kenny Kong.

Also watching the press conference was were that of the unmasked Steve Rogers, Tony Stark, sans his armor, and the rest of the Avengers all watching the conference in the lounge of Avengers Mansion.

Back at the conference, Peter looked around and couldn't help but feel that this type of setting was hauntingly familiar. _"Hmmmm, reporters, press conference, being held by a shady billionaire and some wacko disguised as a hero…déjà vu, much?"_ Suddenly, Peter could hear all of the reporters begin yelling out questions, as well as pile onto each other when they see Justin Hammer himself appear and stand behind the podium.

This causes Betty Brant to spring into action with her handheld recorder. "Peter, pictures!"

"Way ahead of you, Betty!" Peter replied, finally getting into a clear spot, gets a good view of Justin Hammer and starts snapping pictures.

Upon seeing the chattering reporters and the flashing lights of the cameras, the cool and collected Justin puts up both of his hands to try and calm the reporters. "Ladies and gentlemen, please," he said in a gentle tone, and after a few seconds, the reporters all stopped talking to allow Justin to speak, but cameras still flashing, as well as TV cameras still rolling. "Thank you," he told the crowd of reporters. "And thank you all for coming. As I'm sure many of you know, yesterday New York was being terrorized by a group of villains naming themselves the Masters of Evil. And while the Avengers did arrive just in time, they were only able to truly defeat them thanks to the help of the room TRUE Spider-Man that arrived just in time!"

Hearing this statement almost made Peter puke all over the shoes of the reporter standing next to him, but nevertheless, he kept on snapping pictures.

As such, Justin continued, but this time, allowed a small smile to appear on this face. "But don't take my word for it….for I would much rather let you hear from the man himself." This statement was the cue for the red and black, aptly named 'Superior' Spider-Man, who was ingeniously hiding behind the building and makes a surprise entrance by swinging in and landing on the podium, causing flashes from the photographer's cameras to flash wildly, like that of miniature strobe lights.

Peter was also flashing his pictures at this new Spider-Man, but still looked at him with suspicion, as well as contempt.

Back on the stage, the Superior Spider-Man approaches, all the while looking at Justin. "Thank you, Justin," he tells the billionaire, then addresses the reporters in front of him. "And thank you all for attending. I understand that many of you are shocked and confused as to why there are two Spider-Men present here in New York, and I also know that you, the people of this fair city, are all deserving of the truth. As such, I am prepared to explain everything…." Suddenly, the Superior Spider-Man does something unexpected by placing his right hand on the top of his head, and in turn, grabbing the cloth of his mask. "And I do mean 'everything.'" At the Superior Spider-Man shocked everyone by pulling off his mask and revealing himself to be that of a seventeen year-old male with blue eyes, spiky black hair and with cheek bones, giving him a complexion that would make him pass as a young model.

Meanwhile, back in the coffee shop, Gwen, her friends and the rest of the customers look on in pure shock at the Superior Spider-Man's unmasking, so much so that many of the waiters dropped their coffees they were delivering to the floor. As everyone in the shopped looked baffled by this development, Sally appeared to intrigued, not attracted by the unmasked Superior Spider-Man. "Hello cutie,"

Hearing this brought Mary-Jane out of her shock and gives Sally an appalled look. "You've got a peculiar taste in guys, Sally."

Sally turns and replies to Mary-Jane with her usual snotty demeanor. "Oh really? And you're going to tell me that that guy is not BEYOND hot?!"

Mary-Jane rolled her eyes in annoyance, then turned back to the TV, looking at the newly revealed Spider-Man with an uncomfortable expression. "Attractive or not, there's just something about that guy that gives me, as well as any girl in her right mind, the creeps."

Gwen shares in Mary-Jane's distrust in this new Spider-Man, and as she continued to look at the screen, she said this under her breath out of worry, not just for the sake of the city, but for Peter's sake as well. "That makes two of us."

Back at the news conference, as Peter stood there stunned, reporters were now going bananas as they tried to get to the unmasked Superior Spider-Man, so much so that Justin had to step to the podium again and try to calm everyone down. "Ladies and gentlemen, please!" he said into the microphones. "Please, let him finish." After waiting for a few moments for the reporters to finally settle down, Justin turned to his young associate and gives him a nod.

After replying to Justin with a nod of his own, the unmasked Spider-Man turns back to the reporters. "My name is Anton Gunther, I am a teenaged genius, ward of Mr. Hamer, and up until my battle with Silvio Manfredi, L. Thompson Lincoln and….Dr. Otto Octavius, I am the one true Spider-Man. And the person that you've been seeing as of late, as well as the one who won Norman Osborn's mad tournament, is an imposter.

Within in the crowd, Peter looked at Anton with a look of confusion and suspicion. _"Child genius or not…what teenager in THIS era talks like that?"_

Meanwhile, back on stage, Anton surprises the crowd yet again by holding out his right hand and suddenly, a flashlight sized, spider designed robot comes out of his backpack, crawls over his arm and rests itself on the young man's open hand, something which both stunned and disturbed the audience. "And I just so happen to have the footage that proves that.

Needless to say, this cause Peter's eyes to grow large when he heard that statement. _"Footage?"_

Anton, now seeing that he has the crowd in the palm of his hand, presses a small red button on the little spider bot's back, which causes its head to project a large, holographic screen for the reporters to see. The hologram showed that of the classic red and blue Spider-Man swinging into an alley way, looking around to see that no one was around, and pulls off his mask to reveal the face of Anton. "This footage was taken from a security camera from that of a night to which I unknowingly swing to," Anton explained. "I'll admit, it was a mistake on my part in regards to keeping my secret identity, but I will touch more on that later. But for now, observe what happens next." The holographic screen then showed a mysterious masked man clad in all black slowly crawling down the wall, jumps down right behind Anton and jams a syringe into Anton's neck. Moments later, the footage momentarily goes static, and just as it refocused, it shows the masked man now wearing the red and blue Spider-Man costume, as well as having an unconscious and webbed up Anton slung over his shoulder and swings away.

At that moment, Anton presses the button on the spider bot once again, deactivating the projection and once again addresses the reporters. "I don't remember much after that night, but from what I was told, I was later found floating face down into the Hudson River and was found by local fishermen, who were gracious enough to send me to a hospital where it I was in a coma for many mouths, until finally waking up during the crisis concerning Galactus," as he continued, Anton let out a brief scoff. "It would seem that when it comes to stealing one's identity, my imposter is not quite adept in doing it properly, namely on how to dispose of someone. Which brings me to my unmasking. At first, I thought it was a means of protection, not just for myself, but for those I care about. But after having a long discussion with Justin, I now realize that not only do his resources already provide all that I need to protect my loved ones….but also that by keeping my identity secret only makes the people that I am trying to protect suspicious and scare. And if anything, my mask should only be part of my uniform, not something that keeps me separated from the world that I too am a part of."

At this point, Peter was now infuriated, for he found Anton's secret identity speed insulting, knowing full well that as a superhero, it was the ONLY thing that could keep his loved one's safe, be it billionaire or not. In fact, the only thing that was keeping him from running over and taking Anton down for the entire world to was him thinking about his newly formed 'happy place,' which consisted of him eating freshly baked pancakes with Aunt May, as well as his thoughts of Gwen, be it working on science projects together or whenever they dating, all of which he was enjoyed her company. These managed to sooth his anger, but not by much.

Back at the podium, Anton continued putting on a 'sad face' for the crowd. "But I'm afraid no such virtues are respected by the Spider-Man that you been seeing. And anyone asks it, no, I'm not doing this out of jealousy because he won Osborn's Contest of Champions tournament to which he's receiving phrase by some. In fact, had he not won, the country, if not the whole world, would've been in the hands of a mad man, and…I commend him for that. I truly do. But the fact remains that he not only did it in my name, he still has not made an attempt to earn YOUR trust by revealing himself to you, thus proving he is man who has something to hide. Hide from all of you so can continue to relish the…'perks' as you might say, of being a costumed hero. Namely enjoying personal glory and selfishly ignoring the responsibilities that come with the job. And I feel that he has done so long enough." Anton then looks at one of the television cameras with a scowl on his face. "And to that imposter, to whom I know is watching, I hearby issue you to….a challenge!"

Peter could only let out a grunt of annoyance upon hearing this. _"Okay, we are officially WAY past déjà vu!"_

Back on the stage, Anton continued with his challenge. "You may have done some good deeds in my absence, and you may have won a tournament hosted by a lunatic. But in my opinion, one of that proves that you're a TRUE Spider-Man. But, lucky for you, I've learned to be honorable in my years of fighting crime…so much so, that I'm going to give you a chance to prove me wrong! As a matter, I'll…" Suddenly, before Anton could a chance to explain what he meant, he is alarmed a beeping sound go off on his right gauntlet, which of course forces him to put his mask back on, forcing him to be the Superior Spider-Man once again. "My apologies ladies and gentlemen," he said in a haste. "But another crisis is occurring and I am needed." With that, the fully ready Superior Spider-Man mentally commands his red spider legs to pop out, wowing the audience, then has them jump up into the air, taking him airborne. Moments later, he retracts the spider legs back into his backpack, all so he can shoot a web-line and swing off to where the emergency was, causing many of the reporters to try and chase him down and the photographers to keep him in their sights to snap photos of him leaving.

Peter himself would flash what pictures he could, but as much as he hated to admit it, this so-called Superior Spider-Man might need his help in dealing with whatever crisis he was talking about…not to mention give him an answer regarding his challenge. As such, he quietly loses himself within the crowd and proceeds to walk towards an alley way unseen.

Betty pushed her way past the reporters herself, but looked around to see that Peter was missing, and was understandably worried. "Peter? Peter?!"

Meanwhile, back in the Avengers Mansion, the Avengers saw what just transpired, and Steve, ever the solder, stands straight up and places his mask over his face once again. "We got a situation, Avengers! Let's move!"


	6. THE ANSWER

**THE ANSWER**

Outside the first National Bank, Captain George Stacy and a few of his officers behind police cars, all surround a silver haired man, wearing goggles and a purple body jumpsuit, as well as wearing silver gauntlets on both of his hands. Unbeknownst to the purple villain, however, his rampage was being observed by a small spider bot, who is recording the incident from a darkened corner of the edge of a nearby building, as well as sends off an electronic beacon.

A beacon which is intercepted by that of Anton Gunther, who by now has his mask on, completing his Superior Spider-Man guise, and is swinging over to the bank at high speeds, while at the same time, hoping that the 'other' Spider-Man will be there as well.

Meanwhile, back at the stand-off at the bank, as many of the officers tried to hold back and guide pedestrians away from the danger, George Stacy was having a challenge of his own in keeping his cool as he hid behind a police car, hand gun drawn and with a fellow officer, that being an African American male with a mustache. "This Schultz guy packs quite a wallop, sir!" said the officer. "Even with the back up here, it might not be enough!"

"We still have to try, son!" George replied sternly, "Besides, we've dealt with worse." While George was trying to motivate the officer, he silently was trying to motivate himself as well. For while it was true was true, he did come across super powered criminals before, it was always thanks to Spider-Man's help that he and his officers were able to bring them in. Something that made the veteran officer prayed for Spider-Man himself to hurry up and get here.

As for the purple suited criminal named Herman Schultz, he was having the time of his life, for just twenty-four hours after receiving a pink slip from his former employers of Hammer Industries, he found it appropriate to use the blue prints of the shockwave gauntlets belonging to that of the villain known as Shocker and used them to make his own suit just so he could show his former bosses, as well as the whole world, who they were dealing with! Suddenly, through the corner of his right eye, Herman spots one officer peaking over the driver's side door, and thinking that he was about to shoot, points both of his gauntlets at him and fires two shockwave-like blasts.

Naturally, the scared both the officer and his partner beyond believe, thus forcing the two of them to run away from their car in opposite directions as the blasts hit the car, causing it to explode. As the officer's partner arrive behind another car, the officer that drove the destroyed car fell on his face just as he was a few feet away from George and the other officer were stationed.

A grinning Herman watches as George rushes from out of the back of the car and drag the fallen cop with him for cover, a sight in which makes Herman laugh with demented glee. "Not so tough no, are you pigs?!" he exclaimed loudly. "Especially when you're dealing with the new Shocker in town!"

As Hammer stood there, laughing maniacally, he fails to notice Anton swinging in and throwing a right legged round kick to the criminal's chest, sending him flying backward into the stairway. After safely landing on all fours, Anton looks at Herman with a somewhat offended expression behind his mask. "Shocker? You?" he asked as she stood up on his feet. "Clearly not! The Shocker that I know would not only allow himself to be taken down so easily, but he also had the decency to come off as professional."

As the crowd stood in awe of Anton's arrival, a limo pulled up behind the crowd, and Justin Hammer quickly stepped out and walked over to watch the fight.

Anton's snide comment is enough to anger Herman and make him get up, point both of his gauntlets at the supposed Superior Spider-Man and open fire.

However, Anton is not at all frightened by this. In fact, he just stands there calmly and mentally commanded his spider legs to once again pop out and form a giant 'X' in front of him. Moments later, they produce what appears to be a large energy shield, blocking the blast and causing it to ricochet over to the left side. Moments later, Anton commanded the legs to deactivate the shield and retract back into his backpack, thus allowing him to shoot two web-lines at Herman, who nervously jumps and rolls to the right side to dodge the webs.

As for the blast itself, it ends up hitting the edge of a smaller rooftop, causing debris to fall on two boys that were watching the fight. It was a sigh that frightened the usually collected and hardened George Stacy. "NO!" he exclaimed, then ran towards the two children as fast as he could to get them out of the way but given that his younger years were now behind, he would already get there too late and the two children would've been tragically crushed to death…

…if it had not been for a giant bed of webbing that showed up right above them and successfully caught the debris just in time. Naturally, this caught George by surprise, thus causing them to look up to the left side and see where the webbing came from, and what George himself saw brought a smile to his face.

It was that of Peter, who by now was dressed as the masked, red and blue Spectacular Spider-Man, the one that George was familiar with the most, and was using both of his feet to stick to a nearby building and using his hands to hold the other end of the web bed, with the weight of the debris making things difficult for him, but despite this, manages to give George a small smile behind his mask. "Sorry I'm late."

George gives Spidey a nod, but also knows the strain of holding all that much weight must have been tremendous. So much so that Peter might not be able to hold it that much longer, and with that in mind, he turns to the two kids, who by now were looking up and were shocked to see the webbing above them. "You two!" shouted the veteran officer, succeeding in get the kids attention. "It's not going to get any safer around here! Get out of here now!"

Seeing George's point, the boys quickly ran off. Up above, Peter watched as the boys got out of harm's way, then let's go of the webbing and allows the debris to drop to the sidewalk. Afterwards, he turns and was just about to swing in and stop this new Shocker, but stops when he sees something that made his eyes grow wide with shock.

Namely, Anton was now dealing with Herman up close and having the new Shocker point his right gauntlet at him, thus forcing the Superior Spider-Man to use his right arm to block and push his opponent's arm outward, causing Herman to inadvertently fire a blast in in the air. Moments later, he attacks by taking his talons on his left hand and goes for an upper claw slash, slicing Herman's chest and forcing him to step back, leaving four, bleeding claw marks on his chest. Now on the offensive, Anton then throws a right-handed claw slash and successfully slashed the right side of Herman's face, destroying his goggles as well as bloodied up his cheek. Finally, Anton delivers a hard right legged front kick which was strong enough to send Herman flying into the stairway, then goes to end this battle by mentally commanding his upper right spider leg to pop out and proceed to strike down at the fallen Herman, with the intent of plunging the sharp tip into the bloodied crook's chest.

An act to which Peter couldn't, and wouldn't, stand and let happen. "NO!" he yelled as he held up his right hand and shot a web-line, which ends up hitting the tip of the spider leg and stops it just as it was inches away from the fallen crook. Moments later, Peter yanked back on his end of the line and forced Anton to turn and face him. "What do you think you're doing?!"

Naturally, Anton did not take too kindly to this and thus commanded his spider leg to pull the line back, and in the process, pulls Peter straight towards him. He then watched as Peter releases his end of the line, flips forward in mid-air and lands right in front of him. As Anton retracted the spider leg back into his back pack, he gives Peter this stern reply. "Doing what must be done to protect this city!"

"By what, cutting and slicing a guy up like a horror movie slasher villain?!" Peter retorted. "Well, hate to break it to you, pal, but last time I checked, superheroes don't stoop that low!"

Meanwhile, Herman was just now shaking his head and beginning to recover. He later stops and spotted the two Spider-Men arguing, and while he was confused by this, he also felt insulted, as if the two masked men felt that he wasn't worthy of their time. This made Herman so angry, he found the energy to stand up and point both of his gauntlets at both Peter and Anton, ready to fire and take them both out with one shot.

However, this caused both Spider-Men to be alerted of this attack via their spider-senses, but it is Peter who acts by pushing Anton off to the right side, then uses both of his hands to shoot two web-lines, which hit and completely cover both of Herman's gauntlets.

At the same time, Herman pulled the trigger in both of his gauntlets just as they were being webbed-up, thus causing them to backfire and begin shocking him violently, causing him to fall face first onto the pavement.

Moments later, Peter runs over to the fallen Herman, with the now unconscious villain's webbed up hands now smoking after shorting out. He then placed to fingers underneath his collar and on his neck and is relieved to feel a pulse. "He's okay," said Peter to George and two officers approaching him. "But he is going to wake up with a killer migraine."

George let out an exhausted sigh of relief upon hearing that Herman was down, but not dead. "Well, it's no worse than the headache he's been giving us," he said to Peter, then watched he saw the young hero began shooting more webs around Herman's body, leaving only his head uncovered. Nevertheless, this prompts the veteran police captain to turn to an officer next to him. "Radio headquarters and tell them to bring in a SWAT car so we can hold this idiot!"

"Yes sir," the officer said quickly, then walked off and pulls out his radio from his belt holder and proceeds to call dispatch and request the needed back-up.

Moments later, George turned back Peter with a relieved look on his face. "Thanks for helping us stop him, Spider-Man."

"Hey, just glad to help," Peter replied, then turned his attention to the less than pleased Anton and narrowed his eyes behind his mask as he walked towards him. "Just as I'm also glad that I was able to do it without chopping him up into pieces."

Naturally, Anton did not take kindly to this sass and takes one step closer to Spidey as if to challenge him. "I was merely trying to stop a madman and thus eliminate a problem! That's what superheroes do, am I correct?"

"Yeah," Spidey replied with anger brewing, then looks back down the 'cocooned' Herman, with two cops kneeling next to him, and thus points his finger at the would-be Shocker, more specifically, his now scratched up face. "But not like that! NEVER like that! We need to show them that there's a better way than resorting to crime and can change for the better! But they need to be alive in order to do it!"

This response only made Anton scoff defiantly. "Really? And I suppose that's what you had in mind when you brought in villains such as The Rhino? Electro? The Vulture and so on? History has shown that they have broken out to cause mayhem throughout this city again! Which only proves it necessary to put them down like the ravenous dogs that they are!"

From here, Peter was now fuming and was now practically nose to nose with Anton as he said this. "It's happened before, chuckles," said the angry Peter, referencing those such as the Vision and the Hulk, two powerful being that once caused problems but were now serving the greater good. "Which is all the more reason why sparing enemies is an idea that's just crazy enough to work."

At this point, things were about to get ugly between the two Spider-Men, up to the point where it was about to come to blows. However, they are soon stopped when they heard the stern voice of Captain America, who by this time was holding on to the hovering Iron Man. "Stand down!" the Super Soldier called to the two Spider-Men, causing them to look up to him. As both Iron Man and Cap landed on their feet safely, the rest of the Avengers arrive as well, with the Wasp, Ms. Marvel, Thor and Vision hovering in the Hulk leaping into view and landing with a loud bang, with Hawkeye the Black Panther holding onto him. All of which caused the crowd to go wild.

As the team settled in, Iron Man soon stepped forward to address Anton. "Couldn't help but eves drop on your conversation," said the Shell-head, then points to Spidey. "And we agree with THIS Spider-Man in beating our enemies without killing them. All the more reason why we think he's the real deal and we picked him to be on our team."

This response only made Anton shake his head in disgust. "And to think, I once looked up to you," he said in disgust, then notices the news vans and the slew of reporters arriving and thus turns his attention to Spidey, now that he has an audience. "Well, I trust you have watched the press conference? And if you did, I'm awaiting you answer."

Peter sees the news crew himself and tries his hardest to keep his composure. For one thing, he didn't want to lose his cool in front of the Avengers, and also even after defeating Osborn in the Contest of Champions tournament, there were still people out there who hated him, thanks to Jonah. And so, with fists tightly clinched and using every ounce of his self-control, Peter looks at Anton with an angry glare as he answered him. "Yeah, I did. And aside from proving that I'm the real Spider-Man, I'm afraid you're going to seriously hurt, or even kill somebody, judging from watching you work. So, as far as your challenge goes…you're on!"

Naturally, this caused the reporters to go nuts, with photographers taking photos and reporters being held back by George's officer as they tried to approach the two Spider-Men to ask them question.

As for Anton, he grins behind his mask after having his challenge accepted, and thus offers his left hand to Peter so they can shake and seal the deal.

Peter didn't want to even touch this imposter, being so disgusted, he was trying his hardest not to puke inside his own mask. But nonetheless, he made this official by shaking Anton's hand, causing the pandemonium with the reporters.

Thanks to the news cameras, The Spider-Men's handshake is seen throughout the world, even I the coffee shop, to which resulted in a mixed reaction from the customers. Some were still in stunned silence, while the rest cheered and applauded, feeling that a show down between these two web-heads would be something amazing to watch. But none were more loud and excited about this development than Flash, who is seen cheering and screaming like he just watched his favorite football team score a touchdown. "All right, Spidey!" yelled an ecstatic Flash. "Give that poser the business!"

This, of course, causes a slightly embarrassed Sha Shan to grab Flash's arm and try to calm him down. "I'm sure he will, baby!"

As this went on, Gwen was still sitting at her table, more worried than ever in seeing her boyfriend accept this new Spider-Man's challenge. _"I sure hope so,"_ she thought to herself as she cupped her hands over her mouth, still watching her masked love stare down at his doppleganger on the TV screen. _"Peter, please keep a cool head."_

Meanwhile, back at the bank, the cameras still flashed and nearby pedestrians cheered as Peter and Anton still kept a tight grip on each other's hands.

This, of course, prompts Justin, to makes his way through the reporters and over to Anton, and the officers, knowing who is as well as his connection with Anton, allow him to pass through them and approaches Anton and turns to face the cameras. "And there you have it, folks! We finally get to find out, once and for all, who is the true undisputed Spider-Man!"

As the crowd roared with applause, the Avengers just looked Justin with displeased looks. Iron Man most of all, looking at Justin rather suspiciously. _"The only thing that's undisputed is the fact that you're up to something, Hammer!"_

Meanwhile, as Peter continued to hold the Anton's hand, he could feel his destined enemy beginning to leg go, but before he could release him, he pulled him in close so he can whisper this into his ear. "Just to be clear, I know there's more to this whole thing than just gimmick infringement, I just can't prove it yet! But I will, and when I do, you are going down! Hard!"

Anton only chuckled at Peter's idle threat, and thus responded by leaning in and whispering this to his soon to be opponent. "You are welcome to try." After that, he pulls his hand out of Spidey's grip and backs away from him, all so he can join Justin Hammer in walking towards the limo.

Peter just looked at his leaving counterpart with pure disdain, all the while the rest of the Avengers walked over to him, with Cap himself placing a hand on his shoulder to get his attention. "You have our support, son, but just remember not to let this guy get you so riled up, you can't think straight."

The next to offer support is that of Thor, who gives Peter a pad on the back with enough force not to shatter the young man's spine, but still knocked the breath out of him nonetheless. "Indeed, Man of Spiders!" said Thor, with his usual boasts causing great embarrassment to his fellow Avengers, even the Hulk rolled his eyes. "We all know who the true hero is in this contest, and thou shall have no problem proving that to this imposter!"

"Uh….thanks, Thor," said an equally embarrassed Peter, but still appreciative of the Thunder God's support. Moments later, he turns and sees that both Justin and the Anton have already gone, and soon looks concerned. _"But yeah, definitely gonna take Cap's advice on not letting that guy get to me. Because I got a feeling that this fight is not only going be the weirdest I've ever had…but the most dangerous."_

 _ **AUTHOR'S NOTE: And there you have it folks, with the title of Spider-Man now on the line, will it be Peter Parker or Anton Gunther will emerge as the Undisputed Spider-Man! Stay tuned!**_


	7. SIDES BEING MADE

**SIDES BEING MADE**

Back inside the Parker household, Peter, now out of his costume and in more relaxed civilian clothing, is sitting on the coach, looking both exhausted and distressed. Not only because he accepted a challenge from his pretender, Anton Gunther, but largely what happened afterwards…

"… _the young Peter flashes back to just a few hours ago, just as the skirmish with Herman Schultz had ended and he had changed into his civilian clothing and stands in an elevator with Betty Brant, who was not least bit pleased at Peter at that moment. "Well, nice of you to disappear on me for the ninth hundredth time, Parker!"_

" _Sorry Betty, but you know how Jonah is about getting pics of Spider-man, or 'Spider-Men'," Peter said somewhat humorously, hoping that it would work on making Betty less angry, but had little to no success. "But anyway, I had to follow them."_

 _This response only made Betty let out a lough sigh, for while she could respect the kid's commitment to the job, he still put his life on the line and if he were to die, it would've weighted heavy on her conscience. "Well, just give me a heads up whenever you with me, all right," she told the young man. "I can handle most things, but not when my friends are hurt and I'm not there to help them."_

" _Right, sorry," Peter replied somewhat sheepishly. "But hey, at least it can't get any worse, right?"_

 _The elevator stopped at the top floor of the Bugle, and as the doors open, both Peter and Betty step out to see J. Jonah Jameson already outside of his office addressing his staff. "The Bugle is now officially Team Superior, people!" he called out, with a grin going from ear to ear. "This Anton Gunther kid is the Spider-Man this city truly needs!"_

 _Upon hearing this, the confused Robbie and prompts him to walk over to his boss and friend. "But Jonah, if this Gunther kid is telling the truth, and he was always the real Spider-Man, then wouldn't mean that you…?"  
_

" _Yes, Yes, said some rotten things about him in the past," Jonah replied irritably. "But now, he's learn his lesson and took his mask off for the whole world to see and made New York trust him, and is now going to wipe the floor with that other Spider-creep who won a fixed tournament! So, spread the word people, Daily Bugle, the city's biggest paper now supporting the city's most Superior superhero!"_

 _Naturally, this gave Peter and Betty a ton of grief. For Peter, he saw that Anton's appearance as another excuse for Jonah to continue his Spidey-hate campaign, and for Betty, she'll never hear the end of Jonah's gloating on how this will be his greatest decision ever. But Peter, knowing that he was the one who tempted fate with his last comment, lets out this depressed sigh. "I take full responsibility for this."_

 _An equally distressed Betty only has this to say to Peter. "And you should."_

…back in reality, the still sulking Peter now finds himself watching TV, mostly notably, the news reporter, a middle-aged male with red hair was covering the event now called 'Clash of the Spiders' with the image of Peter, in his Spider-Man costume, shaking hands with Anton. _**"In other new, a bank heist was thwarted with the intervention of not one, but TWO Spider-Men of whom are at odds with who is the one true Spider-Man and have agreed to settle this once and for all in a contest aptly named the 'Clash of the Spiders.'**_ The Image then changes to that both Peter and Anton's mask, with the word 'Spectacular' over Peter's mask, while the word 'Superior' was on top of Anton's. _**"And it's caused such a stir, that for the viewers at home, both Justin Hammer, as well as the head editor of the Daily Bugle, is categorizing these two Spider-Men to help us tell these two apart. With the title "Spectacular' belonging to our mysterious web-slinger and the title 'Superior' belonging to that of the newly unmasked Anton Gunther. Both of which now have their own…fan-bases. John Jennings has more on this development. John…"**_

The image then changes to that of a tall, African American male wearing glasses and in his mid to late twenties with a microphone and standing in front of the First National bank, where police were still holding back a cheering a crowd. _**"Thanks Stan,"**_ said John, sounding enthusiastic. _**"I here at the First National Bank where not only the thirty-year old disgruntled former Hammer Industries employee, Herman Shultz, was apprehended, but we also had the two Spider-Men finally agreeing to settle their feud in the upcoming 'Clash of the Spiders' event. Though details are still sketchy of where this will take place, the people of New York have already started picking their favorite Wall Crawler!"**_ At one point, John notices a young male in his twenties in punk attire, but decides to use him to sell the whole 'team Spider bit' and approaches him. _**"And how about you, sir? Any particular Spider-Man you're rooting for?"**_

" _ **Uh, Anton the REAL Spider-Men, obviously!"**_ said the punk. _**"The way he slashed that Shocker guy! That's the kinda hero I'm talking about, one who takes no prisoners and makes sure the bad guys don't get back up! Just like the Punish-"**_

Suddenly, a brunette Caucasian woman in her early forties stepped in to object. _**"Excuse me!"**_ she said somewhat angrily, catching John's attention and causing him to point his microphone at her. _**"But THAT Spider-Man may very well be a homicidal maniac in the making! I remember that the red and blue one saved both me and my five-year old son from our burning apartment building, and THAT's the Spider-Man I want protecting this city!"**_

John was about to ask the woman further about why she picked the 'Spectacular' Spider-Man, but he could see that a police officer was about to cut and separate her and the punk, and thus steps away and looks back at the camera. _**"Well Stan, you can see that the people of New York have their sides picked, but as far as which Spider-Man is better, we'll just have to wait and see. Back you in the studio!"**_

Back in the Parker household, all Peter could do was turn off the TV and bury his face in his hands in frustration. While he was grateful that he still had some supporters, the fact that Anton managed to have his, including that of Jonah, made him feel like he was started back to square one in convincing people that he was a true superhero, let alone the true Spider-Man.

As Peter sulked, he suddenly could smell the scene of hot chocolate, not doubt his Aunt May bring him a cup to help bring his spirts up. And he knew that it would do little to help his situation, Peter still welcomed it when it came to his family.

However, the person that brought Peter the drink turned out to be not May at all, but that of Gwen Stacy, who came in to check on Peter after her outing with Mary-Jane and the rest of her friends from Midtown High and thus was giving the cup by May herself when she walked in, and went along with May's plan to surprise Peter and get his mind off the whole true Spider-Man fiasco.

As for May, she watched Gwen enter the dining room from highway up the stairway, smiling a bit as she knew that peter was indeed growing up and that someone like Gwen, his lifelong friend and now girlfriend, might be the one who could truly cheer him up. And as she went up the stairs, she hopes that the two 'behaved themselves'.

Upon approaching him, Gwen gently placed the cup down on the table gently sat next to her troubled boyfriend. "Not looking so 'spectacular' today I see."

Suddenly, upon hearing Gwen's voice was enough of a pleasant surprise to snap Peter out of his funk and look up at her. The sight of his beautiful girl finally brought a smile to the young man's face. "Gwen? When did you…?"

"Get in? Not too long ago," Gwen replied with a warm smile and decided me coming in would take your mind off of your um….problem."

The now grinning Peter chuckled as he placed his hand over Gwen's. "Well, she's not wrong." Moments later, Peter let out a sad sigh and looked down at the floor and hung his head in depression. "It took me literally fighting around the world and beating Norman Osborn in his crazy tournament to finally convince people that I was one of the good guys. Then comes this Anton guy to mess it all up."

Gwen could understand Peter's frustration, but still did her best to provide the much-needed support by moving in closer to him and holding his arm tighter. "Hey Pete," she said with a stern but gentle tone, whether it was Norman Osborn or Otto Octavius bring you down before, so don't start now. You've proved once before that New York can trust you, I know you can do it again." Gwen later moved her right hand from underneath Peter's then placed it on the left side of his face, all so she can pull him in and kiss him on the cheek, causing her boyfriend to blush. "Besides, there are some people who are still believe in the 'Spectacular' Spider-Man, including your number one fan."

This made Peter chuckle a little. "Yeah, I'd figured Flash would have my back," said Peter, causing Gwen to scowl at him. "Even though to both Spider-Man AND Peter Parker, he can be a real pain in the…"

Before Peter could finish his sentence, an annoyed Gwen turned Peter's head to face her, where she narrowed her brow and gave him the infamous 'look.' "I was talking about me."

Peter's eyes grew wide with fear upon seeing that he now just said something to anger his girlfriend, causing him to nervously coil. "Oh, right…sorry," he told her something timidly, then smiled as he gently grabbed both of her hands, causing the 'look' to lessen somewhat. "Still, glad to have you as a fan though, wouldn't have it any other way or trade it for anything."

The terrifying look on Gwen's face gradually turned into a warm smile. "Much better, Peter Parker," she told him, then leaned in and pressed her lips against his, causing Peter to slowly embrace her and felt the stress instantly vanish as the two young lovers engaged in a kiss, something in which both lovers relished. Especially Peter, for given the battle he was about to part take in, he was going cherish this moment to the fullest, for it may be the last time he would be doing so.


	8. UNLIKELY CALL TO ARMS

**UNLIKELY CALL TO ARMS**

Though the night seemed quiet in New York, all did not seem right with some. Namely Nick Fury, the battle hardened agent of S.H.I.E.L.D. and currently waiting inside his safe house, expecting the company of such colleagues such as Tony Stark or Steve Rogers. For a moment, Nick rolled up his right sleeved to look at his watch and saw that his guests were at least five minutes late, something that caused the veteran spy great annoyance. True, he knew that Stark had a reputation for being late, but felt that given the circumstances with Justin Hammer and his new Spider-Man, it was beyond ridiculous. Sure enough, Nick Fury heard the ceiling door open, and moments later, he sees Iron Man himself hovering down in the building, holding Captain America as well. Nick watched the two Avengers land safely on the floor looking quite displeased. "Nice of you two to be punctual!"

Once Iron Man's feet touched the floor, Cap lets go of his armored teammate to address Nick himself. "Sorry we're late, Nick," he told him, trying to be professional. "But we had a bit of a setback on our way here."

At that moment, Iron Man joined in the conversation, but note before lifting his faceplate up to reveal the irritated face of Tony Stark. "And by setback, he means some clown causing trouble in the diamond district! Seriously, what grown man names himself 'Unicorn?' But back to the matter at hand, Fury, is S.H.I.E.L.D. under both Hammer and this Anton kid's control?"

Nick, however, chose not to answer that question, and instead, left that to the holographic image of Maria Hill, which was being projected from a laptop on a wooden crate. "That would be a no, Stark," replied the calm and collected Maria, having heard Tony's remark via the small voice receiver in the laptop. "After the whole incident with Osborn, we have long sense took certain precautions to make sure that doesn't happen again. And while we're no bodies puppets, we're still just as clueless as to find out more about this Anton Gunther, and that our top computer experts have been unable to find and files about him," As she continued, Maria had a brief look of disgust, knowing that she would say something that would damage her pride, but once she caught a glimpse of Nick, who looked at her as if he was waiting to hear her statement, she let out an aggravated sigh as she look at Tony. "Which leaves me no alternative but to take Director Fury's suggestion…in asking for your help."

Naturally, Tony appeared to be stunned upon hearing those words come out of Maria's mouth, and as Cap and Tony gave each bewildered looks. He looks back at the Maria hologram. "Well, the 'great' Maria Hill actually asking for OUR help? This week keeps getting better and better."

Cap knew that both Maria and Nick would not take kindly to Tony's sarcasm, and wanting to keep things civil, he steps in and speaks next. "We will aid you, Hill," he said professionally. "It's good to hear that S.H.I.E.L.D. is no longer corrupted, and will be more than to help."

Tony could help but roll his eyes on Cap's hokey response. _"Sure we are,"_ he thought to himself sarcastically, but then looked down at the floor in contemplation. _"Still could use S.H.I.E.L.D.'s help though._ _Whatever Hammer's working on to make Hill desperate enough to come asking us for help might be H.Y.D.R.A. level serious. Or possibly worse…"_


	9. THE NEW GAME BEGINS

**THE NEW GAME BEGINS**

After having as much rest as he could, Peter Parker, now in full costume as the Spectacular Spider-Man uniform, swings off to the meeting place to meet up with Anton and Justin Hammer to get this so called 'Clash of the Spiders' underway.

To get there, Peter was shooting and swinging with his left hand, while using his right hand to hold his Avengers ID card, to which he was communicating with J.A.R.V.I.S. with whom was guiding him through the city. "As you approach this next building, please turn to the left," said J.A.R.V.I.S. in a polite tone, to which Peter easily does.

As Peter made the turn, he looked down and smiled at the I.D. Card. "Wow, J.A.R.V.I.S., you are like the ultimate GPS!"

Before answering, J.A.R.V.I.S. seemed to let out annoyed sigh. "Yes, it's what I do, among other things. But I assure you, it is all to support you, Mr. Parker, in proving you are the real Spider-Man."

Peter smiled behid his mask as he released on web-line to shoot another. "Thanks buddy, it's nice to know you and the Avengers got my back. Because I have a feeling I'm going to need all the help I can get."

"Oh, I do not doubt that," J.A.R.V.I.S. said in agreement. "Make a right and you will arrive at your destination."

Listening to the A.I., Peter swung right as instructed and could see the Hammer Industries headquarters building, with Justin Hammer himself waiting on the center of the roof. "Yep, definitely ultimate GPS," Peter said in approval, but could hear J.A.R.V.I.S. groaning in irritation and thus decides coughs as he attempted to keep the mood pleasant. "Thanks allot, J.A.R.V.I.S., and if you can, tell Tony and the others that I won't let them, or you down."

"I'll see to it that they receive your message," J.A.R.V.I.S. replied, his tone returning to a proper one, but at the same time, appearing to be moved by how Peter included him in the list of people he intends to make proud. "Good luck, Mr. Parker."

Peter happily accepted this encouragement as he arrived on top of the Hammer Industries building, but appeared to let out a sad sigh as he landed safely on the roof floor. "Thanks, buddy," he told J.A.R.V.I.S., then pressed the button in the card to end the call and placed the card itself into a sewn-in secret pocket in his pants. Moments later, Peter walked towards the center of the roof and approached the wait, as well as grinning, Justin Hammer.

"Thank you for coming," said Justin, pleased to see Peter here, in full costume, which meant there was only one thing missing before things could get underway. More accurately, someone. "Now we just need to wait for Anton. He should be here shortly."

Upon hearing this, Peter gave the billionaire a scoff as response. "I am so excited, I can barely contain myself," he said sarcastically, then crossed his arms as he waited for his counterpart, and opponent, to arrive.

A split second later, Anton, in full costume as the masked 'Superior' Spider-Man comes swinging in and pops out his red spider legs to which land on the roof floor and lowered him to the roof floor. "Apologies on my late arrival," he said as he landed on his feet and retracted the legs back into his backpack. "I had to deal with a minor annoyance in the form of a purse snatcher."

This caused Peter to look at Anton with skepticism, as well as concern. "Really? I'm hoping you didn't deal settle it by taking the guy's head off!"

Anton turned to Peter upon hearing his voice, and thus gave him a condescending expression behind his mask. "Oh, so you've arrive as well. Good, because I can now show you, as well as the rest of the world, who is the true, Superior Spider-Man!"

Peter was clearly furious by this response and was just about to make his opinion of Anton known, but is soon stopped when Justin cut right in between them. "Now, now, gentlemen," said Justin in a pleasant tone, despite earning him angry looks from both Spider-Men. "Let's try and keep this civil, shall we? After all, we want you to look good on camera." Suddenly, from out of the opening mini trap door on the roof floor comes what appeared to be a camera-like device, hovering in the air thanks to four propellers built onto the sides. As it turned out, this hovering camera was the latest products of Hammer Industries and it was being used to broadcast this 'event' all over the world.

The camera then floated to Justin and the two Spiders, and Justin himself steps forward to the camera with a pleasant smile. "Ladies and gentlemen, thank you for tuning into the first-ever 'Clash of the Spiders!"

Among the millions of viewers watching this event was a worried Gwen Stacy, who was sitting the couch of her home and was watching the event on her television. Once she spotted Peter on the television, she cupped her hands over her mouth, as if she was praying. _"Peter, be careful."_

Meanwhile, in the lounge of the Avengers Mansion, an unmasked, but still red, white and blue wearing Steve Rogers watched the event with his fellow teammates, his arms crossed and appearing to be calm and focused. _"Don't lose your head, solider,"_ he thought to himself silently, hoping that Peter to go about this cautiously.

Back on the rooftop of Hammer Industries headquarters, Justin is still putting on a 'ringmaster' performance in front of the camera, all the while both Peter and Anton just stared down at each other. "And it is through this match-up that these two men will have the opportunity to prove once and for all just who is the one, true Spider-Man! Or should I say…seven opportunities."

Upon hearing this, Peter was napped out of his 'intimidating stare contest' with Anton, and thus looked at Justin confused. "Wait, seven?!" he asked completely perplexed, which in turn, causing Anton to smirk behind his mask.

Justin turned to Peter, smile still present. "Howe right you are, 'Spectacular' Spider-Man," he said coyly, then uses right hand to reach into his coat pocket and pull out a small remote and uses the tip of his thumb to press the red button on the center. A split second later, a loud, clanking sound is heard throughout all over the roof, and moments later, what appeared to be a large metal fencing shots out of the edges of the roof and moments later, formed a large, dome like cage that covered the roof itself. And if that wasn't insane enough, more trap doors open, and suddenly, what appeared to be fifteen to twenty metal slabs come zooming out and start floating above Justin and the spiders in a circular motion.

Something in which worried Peter a great deal. _"Okay,"_ he thought. _"I am now confused and frightened at the same time."_

As the slabs continued to circle in the air, Justin puts the remote back in his coat pocket and with the camera now hovering to him, he goes on to explain this sudden 'change in scenery'. "Gentlemen, as well as the folks watching at home, I give you the Battle Web dome, something that my company's top scientists and engineers cooked up for this moment!"

As Justin continued to talk, Anton was beginning to feel a bit annoyed. _"And by top scientists and engineers, he really means ME and my genius!"_ he thought as he bit his teeth, trying his absolute hardest not to correct Justin of that. _"Still, that is another fact I will share with the public after defeating Parker, as well as cut Justin loose once his part in the plan is fulfilled."_

Meanwhile, Justin, still the showman, continues his introduction of the Battle Web, in front of the hovering camera with a welcoming smile. "The hover plates you just witness will serve as nice little obstacles for the task at hand." As he continued, a small scoreboard comes lowering down from the top of the cage, which had two animated Spider-Man mask, one labeled Spectacular for Peter, and other Superior for Anton. "Which is that the both of you will have seven opportunities to force your opponent into the steel fencing. And whichever of you gets the most points out of those seven tries will be declared winner, and the one, true Spider-Man. Are there any questions?"

Anton shook his head calmly as his answer to Justin. "No questions, Justin. I, for one, am ready to proceed," Moments later, Anton looked straight ahead at Peter, with his mask hiding a confident smirk. "Are you, pretender?"

Hearing the arrogance in Anton's words was enough to anger Peter and make clinch his fist in anger and gives Anton a death glare as he gave his answer. "Let's get this over with!"

Upon getting his answer from both Spider-Men, Justin soon backs away from them and stepped over a certain spot that he knew was a special platform that would lower him back into the building. "All right then gentlemen, best to luck to you both," he told Peter and Anton, then looks back at the camera. "And without further adieu…let the Clash of the Spiders begin!" With that said, the platform lowers Justin down into the top floor of the building and off the roof so the two Spiders could begin their match. Once Justin was out of site, the door closed, and moments later, the scoreboard flashes two zeroes underneath the Spider-Men masks, as well as setting off a buzzer to indicate that the match has officially started.

Anton is the one who gets things started, as he mentally commanded his robotic legs to spring out of his back pack and propel him upward and straight towards Peter himself.

Peter, on the other hand, was alerted of this thanks to his spider-sense, which prompted him to look up and see the airborne Anton coming his way. As such, he leapt straight into the air and straight toward his mental legged opponent. And it was here…that the Clash of the Spiders began.


	10. SPECTACULAR VS SUPERIOR: PT1

**SPECTACULAR VS. SUPERIOR PT.1**

As both Spider-Men were in the air, Anton goes on the offensive by commanding his upper right spider leg to strike at Peter. Luckily for Peter though, he saved himself by using both of his hands to push down on the spider leg's tip before it could hit his chest, then kicked both of his feet on top of it, using it as a boost to spring over to Anton. Once he was close enough, Peter fought back by taking his right fist and delivers a hard cross to Anton's jaw, sending him flying towards the fencing with hopes of getting the first point.

However, Anton managed to save himself by mentally commanding his metal arms to dart themselves out of his backpack and into two metal slabs just as he was literally inches away from the fencing. Moments later, the arms pull him away from the fencing and saved him from the first elimination of this match-up.

As for Peter himself, he stuck to a metal slab via his hands and feet, watching Anton using his spider legs to bring him to a metal slab and retracted them as he placed his fingertips to stick to it, which caused Peter to let out a sigh of aggravation upon seeing his enemy save himself. _"Well, so much for getting a good start."_

Anton, on the other hand, looked straight ahead at Peter and laughed at his face. "Sorry, but did you really think you could handle me that easily?"

"Honestly? Yeah," Peter quipped, as he usually did to ease stress whenever he was in battle.

This answer caused Anton to scoff in disdain. "Which only further proves how truly inferior you are to me!" With that said, Anton quickly held up both hands and shot two web-lines, with Peter being the target.

Luckily though, Peter saw this and quickly jumped off of the slab, successfully dodging the webbing entirely and causing it to hit the slab instead. While in the air, Peter soon shot a web-line of his own down to the floor and quickly zipped towards it, landing in a couching position.

Though Anton still used this to his advantage by zipping over to the slab Peter was once on, moments later used both of his feet to ricochet off of the slab and head down to Peter, and in the process, threw his left leg out in a thrust kick motion, aiming for his enemy's head.

Fortunately for Peter though, he looked up and witnessed Anton coming his way, and thus jumped and flipped backward, allowing Anton to pound his feet on to the roof floor instead, resulting a loud clinging sound and creating a small crack on floor upon impact.

After making such an ugly landing, Anton continued his assault by giving another mental command for the upper left spider leg to spring out of his backpack and dart towards Peter's thigh.

Upon spotting this attack coming his way, Peter jumped up into the air, narrowly avoiding the sharp tip of the spider leg.

However, this was something in which Anton wanted and thus held up his right arm and shot a web-line, which hit and stuck to Peter's right ankle. Once he got Peter where he wanted him, Anton pulled hard on his end, and thanks to his spider strength, pulled Peter down towards him, and once he was close enough, he mentally pulled his robotic spider leg back into his backpack, all so he could have enough room to throw a left legged round kick and successfully nail Peter in his left side and send him down hard to the roof floor.

After taking such a powerful blow, as well as take such hard impact on the steel underneath the roof floor, Peter had to take a moment shake his head to regain his senses, while at the same time, wincing in pain. _"Okay,"_ he thought to himself. _"The word 'ow' just does not quite cover on how much that hurt! Now I know how Osborn and the rest of the baddies I fought must've felt when I kicked them around."_ Suddenly, Peter is soon brought back to reality when he felt his spider sense tingle, forcing him to roll to the left side and avoid stomped through the floor Anton, who in turn, landed on his feet hard enough to make another dint onto the roof floor once again. After saving himself, Peter rolled back up onto his feet, with his hands now ready to shoot more webbing. However, he soon spotted Anton commanding his lower right spider leg to pop out and dart itself towards Peter in a rising upper cut, thus prompting Peter himself to lean sideways to the left in order to avoid it. As he watched the spider leg retract, Peter stood right back up, pointed both of his hands at Anton and fought back by shooting two web-lines.

However, Anton countered this by commanding his two upper spider legs to spring out once again and form an 'X' in front of his person, which successfully blocked the two web-lines before they could hit his chest. Anton then fought back by sending another mental command, one in which caused his legs to admit an electric current which ran though the web-lines, and in turn, shocked Peter with enough juice to send him flying backward and hitting his back up against the fencing.

The result of which was that of the score board changing, namely giving Anton the first point.

With things now going his way, Anton retracted his spider legs and looks down at the fallen Peter a smirk behind his mask. "I think I demonstrated my superiority clearly. So if you wish to quit and save yourself further embarrassment, now is the time to do so."

Peter, disgusted with Anton's arrogance, angrily got back up on his feet. "Fight's just getting started, pal," he told Anton as he got in a readied stance. "And just in case nobody told you, I'm not someone you'd want to underestimate!"

The still confident Anton also stood ready to fight, this time popping out all four spider legs. "Don't say I never offered you a peaceful solution when this is all over!"

 **WINNER OF THE FIRST FALL: SUPERIOR SPIDER-MAN**


	11. BACK-UP

**BACK-UP**

Back at the lounge of the Avengers Mansion, the heroes themselves, minus Iron Man who had stepped out for a moment, stood in shock and worry once they saw Anton score a point over Peter. The first to speak up about it was that of Hawkeye, who appeared to be indifferent about the match, but was secretly worried about the young 'rookie' he actually grew to like and respect. "Looks like this Anton kid isn't all talk after all."

Upon hearing the archer's comment, the Wasp rolled her eyes in annoyance. "Way to be supportive, Clint!"

Moments later, Tony Stark himself walks back into the room, wearing his Mark IX armor minus with his faceplate open. "Avengers, let's go! Hank's got our ride set up for us!"

As the rest of the Avengers looked at Tony dumbfounded, Steve remained cool and calm as he gave the billionaire a nod, knowing what he meant. "Understood," Steve said quickly as put his mask back on, getting fully suited as Captain America. "Let's move out!"

Naturally, this caused the surprised, if not confused, Ms. Marvel to walk up with her hands up to get the two co-leaders attention. "Whoa, whoa, wait a minute! Move out to where?"

A determined Tony is the one to answer the Warbird, all the while mentally commanding his helmet to bring down the faceplate, thus completing his Iron Man guise. "To Hammer Industries and pay Mr. Hammer himself a little visit."


	12. SPECTACULAR VS SUPERIOR: PT2

**SPECTACULAR VS. SUPERIOR: PT.2**

After having Anton getting the first win over him, Peter now found himself on the defensive by using his speed and agility to dodge the numerous strikes from all four of Anton's robotic spider legs. At one point, Peter leaned back sideways to the right to avoid a strike from Anton's upper left spider leg, which ends up darting its sharp tip into one of the still spinning metal slabs instead.

Though frustrated at missing his target, Anton never the less mentally commanded his spider leg to retract, hoping that he could use the slab to nail Peter from behind.

Fortunately for Peter though, he is alerted of this sneak attack via his spider-sense and thus jumped and flipped backward, avoiding the slab before it could even hit him.

As for Anton, he saw the slab coming his way, which forced him to make his right hand into his fist. Then, with his spider-strength, whacked the metal slab away before it could hit him. After retracting all four of his metal spider legs back into the back pack, he looked around and saw Peter landing on his feet and standing right across from him. Once getting his opponent into his sights, Anton ran towards Peter at high speeds.

Peter soon spotted Anton coming his way, and thus started to run towards him as well. Out of the two Spider-Men, it is Anton who made the first move by jumping up into the air and throwing a left legged flying kick, aiming for Peter's head. This in turn caused Peter to act by performing a baseball slide and allowing Anton to pass right above him, avoiding the kick and possibly saving his head from getting kicked off his shoulders. After stopping, Peter turn and saw Anton land on his feet, thus prompting him to get up and leap towards him.

However, Anton is alerted of this thanks to feeling the tingling of his spider-sense, forcing him to spin around and see Peter in the air and throwing a right legged round kick. This forced the 'Superior Spider-Man' to hold up his right arm and blocked the kick, saving himself from getting knocked out.

But even after having his attack stopped, Peter refused to let that stop him. And so, as he was coming down, he held his left fist over his head and went for a hammer blow, only for Anton to have this move well scouted and hold up his open left hand and catch Peter's wrist, stopping the blow. As Peter landed on his feet, he desperately went for a right hook, only for Anton to catch the first with his free hand, causing Peter no end of frustration.

Now in control, Anton started to once again put his spider strength to use and starts squeezing Peter's fists, causing Peter himself to yell in pain and fall a one knee, causing Anton to chuckle at having his young enemy at his mercy. "You are tenacious, I will give you that," said Anton with a smile behind his mask. "But as someone who also possesses the strength, speed and 'danger sense' of a spider, your efforts of winning this fight are quite fruitless."

However, despite being in agony, Peter still looked up at Anton with defiance. "I wouldn't get too cocky if I were you," retorted the pain ridden but still determined Peter. "Besides, I don't rely on just my powers. I've been known to use my head a time or two!"

Anton found this answer so absurd, his chuckling soon turned to that of laughter. "Given your position, I cannot possibly see what plan you can conjure up that would save you from…"

Suddenly, Peter leaned all the way back and with all of strength he can muster, stood straight up and gave Anton a hard headbutt to his masked face, forcing him to release Peter's hands. Though this succeeded in freeing him, Peter was not spared the effects of this desperate move, as he also knocked himself silly and staggered a bit before shaking his head and regaining his senses. _"Okay, that definitely hurt me more than it did him!"_ he thought, then looked straight up to see Anton still disoriented. _"But totally worth it!"_ With his enemy now too dizzy to be on guard, Peter ran in and delivered a strong scissors kick, and this time, he succeeded in hitting Anton in his chest and sent him flying backward and ending up back first into the fencing.

This, of course, caused the scoreboard to give Peter one point, tying him up to Anton.

For a moment, Peter caught a glimpse of his first point on the scoreboard, and thus felt both a small relief and a boost in confidence. However, such feelings soon vanished when he heard an angry grunt from Anton, thus prompting him to turn around and see Anton himself helping himself back up by using his two lower spider-legs to push him back up to his feet.

Anton, now angry and humiliated, commanded his two upper spider legs to pop out, and all four of the mechanical limps lift him up into the air. "You'll pay for that!"

Upon seeing Anton fully recovered, as well as livid, Peter jumped and flipped backward to create some distance between him and his opponent, and upon landing on his feet, gets into a readied fighting stance. "Wow…if that wasn't like….the tenth billionth time I've heard that, I would actually be scared right now," he quipped, not just to keep Anton angry and not thinking straight, but to also keep himself calm, wanting to hide the fact that he was secretly worried that fighting a person who had the same abilities as him might be a little too hard to handle.

 **WINNER OF THE SECOND FALL: SPECTACULAR SPIDER-MAN**


	13. UNEXPECTED VISIT

**UNEXPECTED VISIT**

Inside his large, lavish office, Justin Hammer watched the match between Peter and Anton from a technically enhanced holographic projector on his desk. Most notably, he appeared to watch with some intrigue to that of Peter Parker and how well he used his spider powers. _"Hmmm…..there seems to be more to this Peter Parker than I thought,"_ he thought to himself, making mental notes on how his experience with his spider-based abilities were on par with Anton, if not surpassed them. However, little did Justin know, a small object, practically the same size as a common housefly, came flying into the office through the air shaft.

Moments later, the small object was soon revealed to be a small circular flying disc, much similar to that of the won the Avengers used during the Contest of Champions tournament. Suddenly, the door opened, and jumping out of the device was that of Cap, Iron Man and the rest of the Avengers, such as Ms. Marvel, Thor, Hawkeye and the Vision, all came out and grew to human size as a result. Wasp is the last to exit the disc, but thanks to a little concentration on her part, she managed to grow only to pixie size, as well as maintain her wings. Afterwards, she placed her hand on her right earphone to address the person back at the Avengers Mansion making all of this possible, more specifically, the man she planned to marry. "We're in, Hank, wish us luck."

Back in the Mansion, Hank Pym, in his regular clothing and lab coat, is in the war room, monitoring the team's progress by watching via a hidden camera inside the disc, and lets out a worried sigh. "Just be careful, Jan."

Meanwhile, back at Hammer headquarters, while the Avengers' sudden entrance would surprise any rational human being, Justin appeared to be indifferent towards the heroes. "Well now, isn't this a surprise," said Justin, sounding calm if not snobby. "Welcome Avengers, normally I wouldn't see visitors without an appointment, but in your case, I'll make an exception."

It was here that Iron Man stepped forward to address the business man. "Glad to hear that, because we'd like to talk to you about your ward, Anton Gunther. You're so called 'Superior' Spider-Man…who doesn't exist!"


	14. SPECTACULAR VS SUPERIOR: PT3

**SPECTACULAR VS. SUPERIOR: PT.3**

The match between Peter and Anton continued to grow more and more intense, and this time, it's Peter who is on the offensive as he shoots small balls of web he dubbed 'web-bullets' at Anton, who was now using his spider speed and agility to dodge every bullet coming his way.

Finally, having had enough of being a target, Anton ducked sideways to the right, then mentally commanded his upper left spider leg to spring out of his backpack and head towards Peter at full force.

An attack which Peter leaned back sideways to the right to avoid. "You know, the robot leg thing is getting pretty old, pal," Peter quipped, sounding unimpressed with Anton's latest attack to annoy him enough to make him lose focus. Once he saw the leg retract, Peter soon popped right back up and shot a web-line. "Wanna try something a little bit different?"

Anton allowed his upper left spider leg to return into his back pack, all so he can command his upper right spider leg to pop out and shield him from Peter's incoming web-line, causing it to stick to the metal tip. Moments later, Anton used this to fight back by commanding the leg to yank backward and, which in turn, pulled Peter towards him. And it was that Anton answered Peter's question about 'trying something new' by holding up both of his hands and shot a basketball sized web-ball from out of his web-shooters, which ended up hitting and wrapping around Peter's entire upper body. After he retracted his spider leg back into his backpack, Anton waited until Peter was close enough, then hopped up, flipped forward and stomped both of his feet into the bound Peter's chest, slamming him down hard on to the roof floor. With Peter now at his mercy, Anton lowered down to his fallen opponent. "I trust that was to your liking?" he asked in a confident tone, receiving a groan from a pain filled Peter in response, causing him to smirk behind his mask. "I thought so."

Now in control, Anton hopped off Peter, then with his clawed hands, he grabbed the webbing, and with his spider strength, picked Peter up like a sack of potatoes and held him over his head. Seconds later, Anton threw Peter right into the fencing, earning him another point on the scoreboard and giving him more delight as he watched the webbed-up Peter slide to the roof floor.

 **WINNER OF THE THIRD FALL: SUPERIOR SPIDER-MAN**


	15. ULTIMATE REVELATION

**ULTIMATE REVELATION**

Though having the Avengers in his office would surprise any man, Justin strangely remained stone faced, almost as if he was expecting them. As well as Tony Stark figuring out the identity of his ward, Anton Gunther. As such, he moved away from his desk and walked closer to the team. "Well, I can see that ethics still mean nothing to you, Stark," Justin told the armored Avenger somewhat bitterly. "For it takes allot of nerve to hack into someone's files, especially when it's that of a teenager…"

"That doesn't exist," Iron Man interrupted, with his arms crossed and clearly not buying Justin's 'concerned parent' act. "Yeah, think we already made that part clear. So why don't you do us all a favor and tell us who he is, how he got his powers, and more importantly, what does he have to do with you."

As the rest of the Avengers looked at Justin with a mixture of caution and contempt, the Vision noticed something about the corrupt business man that caught his notice, namely that Justin appeared to be quietly pulling a small gun from out of his sleeve and with the intent of using it against Iron Man or any of his teammates. As such, the synthezoid acted by utilizing his speed to quickly dash in, use his left hand to grab Justin's wrist and with his right hand, grabbed him by the throat and hold him up into the air.

A sight which caught his teammates by surprise, namely a stunned Iron Man. "Okay, didn't see that coming."

The Wasp was just as shocked, seeing the usual collected Vision suddenly 'jump the gun' like that. "Vision, what are you doing?!"

Before he could answer, the Vision activated his x-ray program in his eyes and soon scanned the struggling Justin's body for any other weapons he might have on his person. However, while the synthezoid did see metal, it was strangely flowing inside the veins of Justin's body. This made him recall seeing files of something like this, and more importantly, recalled that it served as a part of a 'rebirth' process for another android he used to know. "Trying to save you and the rest of my true family from the one who created me."

At that moment, Justin's eyes soon turn bright red, and seconds later, he admitted red beams that hit Vision's chest, forcing him to release his hold and sent him flying backward, only to be caught by Thor and Ms. Marvel. Once he stopped the eye beams, Justin surprised the team even further by levitating in the air, and moments later, what appeared to be liquid metal came flowing out of his pores and consumed his entire body. It wasn't long before the metal soon took the shape of full body armor, but most unsettling of all, was that the 'helmet' took the shape of the head of one of the Avengers most infamous enemies, with the antennae, glowing red eyes and 'mouth' of the long thought destroyed robot, Ultron. "Avengers," he said in a deep, unemotional mechanical tone, much to the dismay of the heroes. "The early timing is…unexpected, but my encounter with you was unavoidable and calculated. This time, your termination is assured."

Even as they all stood ready to fight their returned foe, the Avengers themselves all couldn't believe that Ulron made his return in the most disturbing of ways, so much so, that it was enough to make the Wasp regress from her usual wisecracks to saying only to words with wide open eyes. "Oh boy."


	16. SPECTACULAR VS SUPERIOR: PT4

**SPECTACULAR VS. SUPERIOR: PT.4**

In the Stacy household, Gwen is looking quite distressed as she watched Peter, with his upper body now bound in webbing, being grabbed and picked up by Anton, who then proceeded to throw him into the air, then hit one of the floating metal slabs and falls back down on the roof floor. "No!" she exclaimed with her hands over her mouth, feeling her heart break upon seeing Peter writhing in pain. As such, she quietly thought this as she continued to watch the match.

Meanwhile, back in the fight, Anton casually walked over to Peter, then grabbed the webbing covering his shoulders and picked him up, looking at his disoriented opponent with a smug look behind his mask. "Not so pleasant when you are the one covered in webbing, is it?"

Hearing Anton's words was enough to momentarily snap Peter out of his pain induced daze, and thus looked right into Anton's eye lenses with a defiant look. "Not the best experience, I won't lie," he told him truthfully. "But you want to know what else isn't?"

Anton couldn't help but raised an intrigued eyebrow to Peter's reply, feeling that since he was now in complete control of the match, he felt there was no harm in humoring his webbed-up enemy. "What is that?"

And it is here, without hesitation, Peter took advantage of Anton's arrogance as he gave this solid answer. "MY FEET!" Suddenly, Peter brought his knees into his chest and delivered a strong double legged mule kick into Anton's chest, forcing him to release him as well as give him an extra boost to leap and back-flip into the air until his feet touched one of the floating metal slabs. Afterwards, he ricocheted off it, sped towards the still reeling Anton, and made his next move by placing his left foot in his dazed opponent's chest and capitalized by throwing a right legged round-kick, nailing Anton in his temple causing him to spiral around in a corkscrew motion and land hard on the roof floor, all the while using his agility to land safely on his feet.

While on the ground, Anton briefly rolled on his stomach, and as he shook his head to regain his senses, he curse himself for allowing himself to be so overconfident, he would allow Peter to escape and embarrass him in such a manner. Now seeing nothing but red, Anton took his clawed left hand and threw a slash attack on Peter's ankles.

Luckily for Peter though, this was enough to trigger his spider sense, and thus he jumped up to save his feet from literally being cut from underneath him, and then back flipped and easily landed safely. "You know, giving up is still on the table, pal," said Peter in his usual light-hearted manner as he still tried to break through the webs. "After all, it's clear who the TRUE Superior Spider-Man is."

The enraged Anton responded by screaming in fury and commanding all four of his robotic spider legs to pop out of his backpack and lift him off of the floor and into the air. "I WILL NEVER ADMIT DEFEAT!" he roared, then pointed both of his hands down at Peter and shot two web-lines, only for the still webbed up Peter to jump to the left to avoid it. "NOR WILL I BE HUMILATED BY A PATHETIC EXCUSE FOR A SPIDER!" With that declaration, Anton mentally commanded his upper left spider leg to strike at Peter.

Fortunately, Peter spotted this attack coming his way and easily jumped backward to dodge the leg from hitting him. As he flipped in mid-air, he managed to used his upper-body strength to rip apart the webbing from the inside, freeing his arms and landing on the roof floor in a crouching position, all the while staring at the angry Anton still being held up by his spider legs. From the way he spoke, to the way he was using his menacing legs to both hold him up and attack him, it all reminded Peter of a certain foe whom recently disappeared. Nevertheless, he couldn't resist calling Anton this name as he saw him command his upper right spider leg to strike him, then jumped up to avoid the sharp tip, then landed and bounced off the base to get back into the air. "Well, sorry to disappoint you, 'Ock,'" said a sarcastic Peter as he pointed both of his hands at Anton in web-shooting gestures. "But getting humiliated while getting a beat down comes standard when you fighting this dashing superhero." With that quip, Peter shot two web-lines at his four legged, and fuming enemy.

However, despite being incredibly angry, Anton was still alert enough to command his upper left spider leg to zip in front of him and shield him from both web-lines. A split second later, he commanded the leg to pull back and in the process, pull Peter towards him, who by this time had his right fist cocked back. Once Peter was close enough, Anton allowed him to throw a right hook, only to use his right hand to easily catch the fist, and thanks to his spider-sense tingling, easily anticipated Peter using his left hand to punch, and thus used his other hand to catch it as well. With Peter now at his mercy, Anton used his spider-strength to squeeze both of his opponent's fists, causing Peter himself to scream in pain. And to make matters more unsettling for the young man, Anton leaned in and whispered this at his suffering opponent's ear. "Seems you've found me out, arachnid."

Needless to say, this came as a surprise to Peter, whose eyes grew wide with shock and his face turned pale underneath his mask, so stunned was he that he lost focus in the fight and allowed Anton to toss him up in the air, then commanded his upper left spider leg to reach over his right side and swing in a backhand motion, swatting Peter across his chest and sending him down and slamming his back up against the fencing, thus earning Anton another point. As Peter laid there on the floor, still in shock with Anton slowly approaching him, he can only think of his opponent's true name. _"OCK?!"_

 **WINNER OF THE FOURTH FALL: SUPERIOR SPIDER-MAN**


	17. ULTIMATE ADAPTOID

**ULTIMATE ADAPTOID**

What Iron Man and his teammates thought would be a simple confrontation of a ruthless business tycoon soon turned into a stand-off with one of their returning villains thought destroyed, Ultron, who appeared to have taken over Justin's body and turned him into an unknowing pawn. And while the team itself was in stunned silence, it is the Wasp who is brought out of her shock when she heard a male voice in her antennae ear phones.

That voice belonging to that of Henry 'Hank' Pym, who is still stationed in his lab back in the Avengers Mansion and is worried because he's heard nothing but complete silence on the other end. "Jan! Jan, are you all right?! What's going on?!"

With a grim expression, the Wasp placed her right hand in one ear phone to answer her fiancé. "It's Ultron, Hank," she replied. "He's back…and in the creepiest of ways!"

Another Avenger who reclaimed his ability to speak was that of Iron Man, with both his replusers charged for a blast. "Okay, so let me see if I get this straight. When your body was destroyed, you managed to get inside Hammer's databanks through cyberspace, and somehow, you took over his body?"

"Affrimative, Tony Stark," Ultron replied with his usual robotic, emotionless tone, with his eyes literally burning red.

Hawkeye spoke up next, with his explosive arrow still drawn and aimed at Ultron's head. "And how did you pull all this off? And what's this Anton kid got to do with any of this?"

"A detail this is of no concern of yours," Ultron answered back coldly, which surprised not just the archer, but all the Avengers as well. "I have calculated our next encounter, and concluded that the explanation of my plan before exposing you would be unnecessary. As such, I will simply move on to the next phase: your execution." At that moment, Ultron soon began to glow, and strangely, he seemed to not only get bigger in size, but his color scheme seemed to change from a silver chrome to green and white. And if that wasn't enough, his body underwent other changes. Namely, his upper torso seemed to resemble that of the upper body of Captain America, his hands and feet look that of Iron Man's and his head changed from the ant head design….to that looking like the mask of Hawkeye, minus the open mouth piece. "Ultimate Adaptoid program initiated."

Needless to say, this was the last thing that the Avengers wanted to see, and it's the wide eyed and worried Wasp who said this to Hank on the other end. "Hank, just so you know, I really wanna smack you right now for doing WAY too good a job in making Ultron."

Back in his lab, Hank let out a discouraged sigh, deducing that Ultron must've adapted into a more powerful state then he was the last time the Avengers faced him. "I don't blame you."


	18. SPECTACULAR VS SUPERIOR: PT5

**SPECTACULAR VS. SUPERIOR: PT.5**

Still reeling from the shock of discovering the identity of this 'Superior Spider-Man', Peter left himself open for an incoming right hook to his jaw, followed by allowing Anton, who in reality was that of the thought disappeared Otto 'Doctor Octopus' Octavius, to perform a flip-kick, nailing Peter in the chin and sending him flying up into the air, hitting his back against one of the floating metal slabs and dropping back down to the floor. It wasn't until Peter felt his spider-sense tingle did he regain focus of the fight, then rolled to the left side to avoid getting stomped through the floor by both of Otto's feet. Once he ended up on his stomach, Peter quickly pushed himself back up to his feet, then ran over to the still kneeling Otto and went for a right hook.

However, Otto was also alerted of this thanks to HIS spider-sense, and thus looked up, spotted Peter throwing the punch and used his right hand to catch the fist. As such, Otto attempted to fight by throwing a left uppercut, hoping to nail Peter in the jaw and stun him long enough to deliver a more powerful blow.

Fortunately for Peter, he managed to spot this and thus held up his left hand and caught the punch before it could make contact with his masked face.

With both 'spiders' holding onto each other's fists, Otto pushed himself back up to his feet, while at the same time, interlocked his fingers with Peter's engaging him in a bare-knuckle tie-up, and the two of them began trying to overpower one another.

While struggling, Peter finally took this opportunity to strike up a conversation with his fellow 'Spider-Man'. "How Ock? How did you get spider powers, as well as the crazy make over?"

Upon hearing this question, and being close enough to speak softly so that the people watching around the world wouldn't hear him, the newly outed Otto Octavius happily went on to explain how he came to be the Superior Spider-Man. "Well, dear boy, would you believe that the reason for my newer, better appearance was the result of a chance encounter…?"

… _Otto soon flashed back to the time in which he was back in his normal, overweight, middle aged body with, with his metal armed harness successfully removed no less. He was also in a small, less than extravagant apartment, sitting in a small bed with a laptop on his lap._

" _ **Once I was freed from the accursed prison where you sent me, my first priority was to find my beloved tentacles, whom I've learned were sent to Hammer himself once those primates at the hospital removed them. Naturally, I deduced that those doctors must've been on Hammer's payroll, and before I could go on with my plans. Being is how I established a mental link with the harness when it first fused with my spine, I could've have called it to me and regained it easily, but action would've brought unnecessary attention, especially with the police. And so, to avoid such a risk, I had no choice to but use other means to retrieving what was taken from me, namely computer hacking. Which, I must admit, was a waste of my talents…"**_

 _Finally, after an hour's worth of hacking, Otto finally found what he was looking for: a 'secret' site on the Hammers Industries' mainframe which showed the picture of Otto's harness._

" _ **But well worth it when I managed to find it on Hammer's mainframe, where I learned he was having his scientist study it's design and reverse engineer it for whatever foolish purpose he had in mind. Nevertheless, the plan I had at the time was to find out the passwords of one of the chief scientists, then the next day, go to the Hammer's headquarters building, locate and 'dispose' of that scientist, used his pass code and retrieve the harness so I can resume my agenda of taking over New York's underworld. However, those plans changed when I encounter a rather…unusual acquaintance."**_

 _Suddenly, Otto received quite a shock when he saw the image on his laptop's screen soon turned into static, until a few moments later, it turned into an image resembling Ulton's face.  
_

" _ **More specifically, Henry's Pym failed creation turned android foe of your fellow Avengers, Ultron! As luck would have it, before his destruction at the hands of the Avengers, he managed to download his programming into cyberspace and was in the middle of infiltrating Hammer's databanks when I came along, feeling that Hammer's resources would suit his agenda. He also mentioned that he heard of me and my genius, and thus persuaded me that were in a position to which we could help one another, and thus, we enter a partnership…"**_

Back in present day, Otto grinned behind his mask as he still tried to overpower Peter, despite him showing equal strength. "I suppose you could say that for a machine, Ultron has an eye for talent."

As for Peter, he only glared at Otto as he continued to push him back. "Yeah, more like he's playing to your ego!" he retorted, sounding disappointed, for while he knew that Otto was arrogant, he couldn't believe that he was so overconfident that he would allow Ultron to manipulate him into helping him in whatever sick plan the machine had cooked up. "I mean, you do know that he believes the best thing for humanity is to destroy it, right? And that he's probably playing you like a flute?"

"I assure you, I am aware of Ultron's motives," Otto replied, feeling insulted that Peter would think that a genius such as himself would be so easily manipulated and by a robot no less. "And as far as him 'playing me' as you like to put it, that's exactly what I want him to think! I know how and when to properly dispose of him once he's outlived his usefulness. Still, I will admit, he has been instrumental in my plan so far. And to think all it took was for me to provide him the back door into Hammer's mainframe so he can gain access to his equipment…"

… _As he continued, Otto remembered the instance where he helped Ultron, in cyberspace, hack his programming into the computers of the Hammer Industries main lab, while the scientists and engineers were meeting and discussing equations on a white board and completely unknown to Ultron's presence. More importantly, his programming appeared to have invaded the computer that was built right next to a glass jar which appeared to be containing a liquid metal-type substance._

" _ **One of those said equipment was that of the Carrion nanite solution that Osborn used to control S.H.I.E.L.D. during his little tournament. Apparently, Hammer acquired a small sample from one of the agents he managed to have in his back pocket, and was secretly having his scientist improve it so he could use it for 'his' purposes. However, it was Ultron who decided to put it to good use."**_

 _Ultron easily worked his program from the computer, to the wires connecting the computer to the jar, and moments later, his programming ended up in the nanite solution itself. Once in control, Ultron caused the nanites to gently open the lid, then flowed out of the jar like water and into the wall plug nearby. Through the numerous circuits of the building, the Ultorn controlled nanites made their way all way up until it made the wires connected to Justine Hammer's office phone, where the man himself was in his office and in the middle of a heated phone call with one of his clients, a small-time mobster named Leland 'The Owl' Owlsley._

" _Look Owlsley," Justin barked. "That's the best deal you are ever going to get if you want to use my resources to help you expand your syndicate. Otherwise, you're just going to have to…" Suddenly, Justin stopped mid-sentence and felt what must've felt like a boiling hot liquid into his ear and started melting through his skull and into his brain, causing him to scream in pain and his body to twist and contort. Moments later, Justin appeared to calm down a bit and sat comfortably in his chair, and as he opened his eyes, they now appeared glow blood red, a side effect of Ultron taking full control of his body._

" _ **Through the nanites, Ultron took control of Justin Hammer's body, and in turn, his company. And as a reward for helping him get into Hammer's computer systems, he offered me back my harness. But after taking a look at Hammer's files myself, I decided to take payment in the form of helping me, shall we say, begin life anew."**_

 _Inside a now darkened room, Ultron, now in Justin's body, is with two scientists observing a large tank of water, where in it, is that of a teenaged male body, one that would be given the name of 'Anton Gunther' is forming._

" _ **Among the many files of research that Hammer managed to get his greedy hands on was that of Miles Warren, namely he had been working on genetics research…and how to create clones. Which made me think, what better way to exact my revenge and prove my superiority to you…than to create a body based on your genetic material and mine, and in turn, prove to you that I am a much better Spider-Man than you can ever be!"**_

 _The story later takes itself to the Roman Colosseum, just hours after the match between Spidey and Norman Osborn. The spectators were just leaving the arena, all happy after witnessing the match-up between the Web-Head and the failed 'hero' that was Osborn, and many white clad staff members were seen cleaning up the damage that was made in the battle station in the final match. However, one staff member, a spectacle wearing Caucasian man, managed to spot a piece of dried blood on the floor which belonged to Spidey's. As so, after looking around to see that no one was looking, the staff member secretly pulling out a small adamantium switch blade, he carved out the piece of the floor that had Spidey's blood and placed in a small bag._

" _ **First matter was getting a piece of your genetic material. Which in itself was not difficult at all, seeing is how Hammer instructed one of his employees in his headquarters in Rome to collect said sample you left behind in your fight against Osborn in the Contest of Champions tournament. Reason being is that Justin felt it would've been more useful in more 'future endeavors'. The fool had no idea how right he was."**_

 _Sometime later, the sample is being used by the Hammer Industries' scientists back in New York, where the Ultron possessed Justin Hammer observed a team of scientists all gathered around a large machine and hooking up helmets to two lifeforms lying on tables. The one on the left was Otto Octavius, wearing a white jumpsuit which hugged his obese body, and the one on the right was that of the genetically constructed teen body of 'Anton Gunther' which would soon become Otto's new vessel._

 _Finally, once the necessary calculations were made, one scientist, a bald African American, walked over to the main switch building into the left corner of the machine and pulled it down. Suddenly, the machine kicked on, and caused the lights in the room to flicker on and off, causing much concern for everyone, except for 'Justin'. As this was happening, the scientist who pulled the lever was looking at the monitor which showed two digital images of two male bodies with what appeared to be a line that showed arrows moving into another. Finally, after he saw the image balloon that read 'Transfer Complete' he flipped the switch and deactivated the machine, causing the lights in the room to stop flickering._

 _Moments later, Otto soon opened his eyes and while feeling a bit groggy, he also felt re-energized. As he sat up, he was surprised to find himself on the table that was on the right, which prompted him to turn to the left and see his now lifeless, overweight body lying on the other table. He then caught a glimpse at his reflection in a nearby window, and saw that he now had the young, healthier, and more athletically gifted body of Anton Gunther, something that made him smile manically, realizing that the consciousness transfer was a total success._

" _ **Afterwards, I was reborn as the young adonis you see before you today, complete with YOUR spider powers. And not only that, but I was also privy to other information. Namely, that the sample showed that 'Spider-Man'…"**_

Back in present day, that same evil smile remained behind Otto's mask as he told his old enemy this new information. "…was that of Peter Parker!"

Naturally, this came as a shock to Peter, knowing that not only was Otto back and more dangerous than ever, but also with the knowledge of his secret identity. Something that stunned him so much that he left himself open for a vicious head-butt to his masked face by Otto, who then followed up by a jumping right uppercut to the chin, then capitalized with a powerful left downward cross to Peter's left temple, sending him down hard to the roof floor.

As for the airborne Otto, he mentally commanded his spider legs to pop out of his backpack and keep him suspended in the air and looking down at the fallen Peter, chuckling on how he just proved his superiority to him. "Well, I must admit, this little match of hours has been fun," said Otto. "But now it's time to bring it to a close." With that said, Otto commanded his two upper spider legs to pop up while standing on his two lower legs, then commanded his upper left spider leg to charge with electricity. "Now be a good little 'obsolete' Spider-Man and take this blast so we can end this match. And, out of the goodness of my heart, I'll be injected with the Carrion nanites and make you into improved enforcer for my upcoming new empire."

Peter briefly shook his head as he tried to recover from that last attack. "And be your puppet? I can't say I see the kindness in that."

"Well, either way, I'll be putting you to good use," Otto replied. "And if you're worried about the welfare of your dear Aunt May and the rather lovely Gwen Stacy, don't be. I'll make sure that their good care when I make them mine!"

Hearing Otto mention the two most important women in his life was enough to fill Peter with enough anger that somehow actually revitalized him. So much so that he easily saw Otto fire his electric blast and rolled backward and just barely avoided the it. Once he ended up back on his feet, Peter pointed both of his hands forward, then shot two web-lines which ended up hitting and sticking to Otto's two lower spider legs. Afterwards, Peter put his spider-strength to good use by yanking the lines back and in the process, pulled Otto's lower spider legs out from underneath him.

To make matters even more dire for Otto, he landed on his backpack with so much force, it broke the two upper spider legs from out of their sockets.

Now in control, Peter made his next move by grabbing and picking up Otto's two lower spider legs, and swung them to left side like a baseball bat, and in the process, slammed Otto face first into the fencing, which earned Peter point on the scoreboard. But things did not stop there, for thanks to the amount of strength he was using in that last attack, Peter managed to snap the two lower spider legs right out of Otto's backpack, leaving him with only his hand and feet to depend on now.

After landing hard on the roof floor, Otto slowly at up and in total disbelief on how Peter manage to gain an advantage over him. He then instinctively tried to command his spider legs to help him up, and at first is confused when he saw that they weren't responding. This prompted Otto to look over his shoulders and is shocked to see that all four of his spider legs were now gone and instead found shorting out sockets where they used to be. It didn't take long for Otto's shock to turn into rage as he turned his head forward and faced Peter, who then had tossed the two detached spider legs to the left side.

"Pal," Peter called out, with a mixture of anger and determination in his voice. "You just pressed the friends and family button."

Otto let out a loud grunt as he pointed his left hand at Peter's face and shot a web-line, only for Peter himself to tilt his head to the right side in order to dodge it and allow it to hit the fending behind him. Despite missing his intended target, Otto tried to use this to his advantaged by zipping forward and throwing a right legged flying kick.

However, Peter easily spotted this attack coming his way, and stopped it by using both hands to catch Otto's ankle, then swung him around and threw him to the right side, causing Otto to slam back first into the fencing, earning Peter another point.

A seething Peter clinched both of his fists to attempt to control his anger as he watched Otto slide down from the fencing on to the floor. "You shouldn't have done that!"

 **WINNER OF THE FIFTH AND SIXTH FALL: SPECTACULAR SPIDER-MAN**


	19. ULTIMATE SHOWDOWN

**ULTIMATE SHOWDOWN**

For the Avengers, the fact that Ultron was part of his plan and they would have to fight him was already bad enough. But now with the whole team fighting him in his new form to which he called the Ultimate Adaptoid form, things just went from bad to worse. For it was in this form that Ultron was fighting 'fire with fire', as he demonstrated when he noticed Ms. Marvel and iron Man flying towards him, he held up both of his hands and fire two repulser blasts from out of his open palms, just like the Shell-head himself. This odd tactic paid off, for he managed to successfully hit Iron Man and Ms. Marvel and send them down to the floor hard. Then, through the corner of his left eye, he saw the Vision flying towards him, with his right fist cocked back. This of course prompted Ultron to command the nanites in his left arm to form a circular shield resembling Cap's, but instead had a green and white color scheme and had Ultron's head in the center instead of a star. Now with a weapon, he held the shield right in front of his face and easily blocked the Vision's incoming right hook. Afterwards, Ultron fought back by delivering a hard left uppercut, nailing Vision in the jaw and down to the floor hard.

Even after dealing his 'treacherous creation', Ultron is alerted when he heard a battle cry from Thor coming from the left side, which prompted the android to turn and see the Thunder God himself coming towards him with his hammer raised over head and drives it down. Naturally, Ultron spun around and threw a shield enforced left back-fist, deflecting Thor's hammer attack. But even in stopping Thor's attack, Ultron noticed another attack Captain America, who came running in, then jumped up into the air and threw a left legged flying kick. In a move that surprised both Thor and the airborne Cap, Ultron avoided this attack by quickly shrinking down to microscopic size, causing the Super Soldier to pass right above him.

After landing on his feet, Cap, as well as Thor, is left completely dumbfounded with how Ultron just disappeared.

However, both Avengers received their answer when Ultron grew back to human size right in front of them and fired two repulsers blast out of his hands, and while one blast hit Thor in the chest, Cap managed to pull his shield right in front of him just in nick of time to block the blast, but the power was so strong, it actually sent the Super Solder flying backward, along with the Thunder God as well. After dealing with those two Avengers, Ultron turned the right side and saw Hawkeye with his bow and arrow already drawn, and fired on of his taser arrows at the android. Unfortunately for the archer, Ultron used his left hand to easily catch the arrow, and what was worse, the electric charged didn't even phase him. After tossing the arrow away, Ultron soon used the nanaites in his right hand to form what looked like a replica of Thor's hammer, then pointed it at Hawkeye and fired a lightning blast, which wasn't as authentic as the lightning blast fired from Thor himself, but was still quite devastating.

As for Hawkeye himself, he was forced to lunge and roll to the right side in order to avoid it, causing the blast to blow a large hole in the office floor instead.

And if things weren't bad enough for Ultron, he soon found himself stunned when the insect sized Wasp flew in front of him and started firing her trademark stinger blasts at his face.

However, Ultron had managed to withstand such an attack long enough to use his right hand to grab the small Avenger and started to squeeze her, causing her to scream in pain. Suddenly though, before Ultron could crush Wasp's miniaturized body he received an incoming left hook to the face from Ms. Marvel, who came flying in from the left side. This, of course, resulted in Ultron inadvertently releasing the Wasp, and with her bug wings miraculously not damaged after nearly getting crushed, used them to keep her flying in the air.

But before she could try and attack the android once again, she stopped when she heard the frantic voice of her fiancé, Hank Pym, in her headphones. _**"Jan?! Jan, are you all right over there?!"**_

"Yeah, just peachy!" Wasp replied sarcastically. "Hank, Ultron's somehow using our powers against us! Have you hacked into Hammer's files? And if so, please tell me you know a way to bring Ultron down!"

Back in the Avengers mansion, Hank is at the computer looking at Justin's secret computer files, as well as the schematics of the Carrion nanites. "That I did, Jan," he answered back, all the while looking at a video that showed a digital copy of 'Anton' being constructed and being made to unknowingly unmask in an back alley, just as he claimed back at the press conference. "And more importantly, I'm looking on how they doctored the footage of the alley Octavius spoke of as 'Anton' and how it was doctored to make it look like he was the 'true' Spider-Man as oppose to Peter. How sad how they would use this technology to suit their own ends and…"

Back in Hammer's office, an annoyed Jan listened to Hank prattle on as she flew to the left in order to barely void a blast from Ultron. "Hank, focus!"

" _ **Right, right,"**_ Hank replied on the other end. _**"Well, acting on a hunch, I checked to see if Octavius had any files of his own, and sure enough, I saw the he not helped Ultron in modifying his nanite based form, but he also designed a fail-safe in case Ultron tried to double cross him."**_

"Weak spot, great!" replied an elated Wasp. "Where is it?"

" _ **There should be a small circle on the back of Ultron's neck,"**_ Hank answered back while looking at the files on the nanites. _**"Hit that, and it should cause the nanates to short out and release Hammer."**_

Naturally, this was the best news Wasp heard all day, but her relief is cut short when she heard the sound of Hawkeye screaming, and most disturbing of all, coming straight towards her. This caused the founding Avenger to turn around and see both Hawkeye and Cap were heading towards her after being hurled by Ultron himself, thus causing her to instinctively fly downward in order to avoid getting hit by them. Once she saw her two teammates fly over her, Wasp quickly turned around and was relieved to see that they were caught and saved by the Vision.

As for Ultron, himself, he found himself face to face with Iron Man, Thor and Ms. Marvel, all of whom fired their respected blasts at the android. "Activating Uni-Beam," said Ultron, and moments later, the star on his chest began to glow and soon fired a massive blast which met all three of the Avengers combined blast head on, putting them in an epic beam struggled.

With her friends providing the necessary distraction, Wasp saw this as an opportunity to act, and thus flew right up behind android while he was too busy firing his blast. Sure enough, she ended up right behind his neck and saw the circular spot just as Hank said. Afterwards, the Wasp charged up both of her hands and fired a blast, hitting the spot and causing electricity to spew wildly, causing her to fly away.

As for Ultron himself, he began to start convulsing during the beam struggle, and in the process, allowed Iron Man and the others to power through the android's blast, sending him flying across the room and through the wall. Once they saw that they have taken down Ultron, as well as the damaged they caused, Iron Man and his teammates stopped in firing their blast, and ran over to their fallen enemy. For even though Hammer was far from being an honorable human being, he was still just a pawn in this scheme, if not a victim, and ran over to see if he was hurt. Sure enough, they find a nude Justin Hammer, unconscious but alive, lying on top of the debris and right in front of his frantic secretary.

As for the Ultron possessed nanites that covered his body, it was seen flowing off Justin's body, but at the same time, it appeared to be now sparkling evaporating, a result of the nanites now exploding. Once it was completely off Justin's unconscious frame, the exploding nanites stopped until they made a liquid like puddle, with Ultron's glowing red eyes and it kept getting smaller and smaller, until finally, there was nothing left, destroying the android once more.

The Avengers still looked down at the unconscious Justin with great concern, and it is Ms. Marvel who asked what she and her teammates are thinking. "Oh god, please don't let him be dead!"

Iron Man, however, appeared to be calm as he scanned Justin's body with the lens in his helmet, and is relieved to see that no bones are broken and that it was detecting his heart beats and lung activity. "Relax, he's fine," said the calm Shellhead, happy that Justin was still alive but still not thinking to highly of him. "Ultron's new liquid body must've shielded him from our blast before it shorted out." Ultron's demise did leave Iron Man a bit curious. "Still, how did that happen? Couldn't have been from out blast! Ultron might've factored that."

Wasp, being the one who caused the destruction of the nanites, let out both a relieved and exhausted sigh. "Yeah well, you can thank Hank for finding that weak spot."

Naturally, this caught Iron Man's interest, as well as elation that the Hank Pym, the man he knew to find ways to stop villains by not killing them, was back.

However, such a peaceful moment is stopped when the stern and always serious Cap decided to bring attention to another more serious matter concerning a certain Web-Head currently in the fight of his life. "Well, regardless Avengers," he told his teammates. "Let's hope Spider-Man is having better luck in his fight."


	20. SPECTACULAR VS SUPERIOR: PT6

**SPECTACULAR VS. SUPERIOR: PT.6**

With scores now dead even, both Peter and Otto and were more desperate than ever to win this match. At that moment, both Spider-Men ran towards one another and it is Otto who made the first move by kicking downward with the intent if hitting Peter's abdomen.

However, Peter managed to jump up and flip over Otto himself, causing the 'Superior Spider-Man' to hit nothing but and sliding on the floor instead. Upon landing on his feet, Peter quickly turned to face Otto, who by this time was now running towards him and threw a scissors kick, forcing Peter to take a step back to narrowly avoid it. Moments later, he saw Otto throwing a right hook, and thus used his left hand to catch the fist.

Naturally, Otto was starting to grow frustrated with Peter's defense, and soon used his left hand to throw a middle punch, intending to hit his abdomen.

Luckily for Peter though, he anticipated this move, thanks to the tingling of his spider-sense, and thus used his right hand to catch that punch as well. Once he had both of Otto's fists, Peter narrowed his bugged eyes at his bug eyes at his old enemy who was wearing a darker version of his costume and trying to steal his name. "Not so easy when you don't have four mechanical limbs of death to doing all the fighting for you, is it?"

"A change in pace, I will not lie," Otto replied, then leaned back and rammed his forehead into Peter's, stunning him long enough to make him let go of his fists. Now free, Otto went on the offensive using his left foot to deliver a front kick into the disoriented Peter's abdomen, forcing him to bend over. Afterwards, he capitalized by using his right leg to throw a round kick, nailing Peter in the temple and sending him down hard to the floor. "Fortunately for me, however, I've long since learned to adapt." Now in control, Otto bent down and used both his hands to grab Peter's shoulders and pulls him up to his feet. "Just as I'm sure that by now, you are learning that your efforts in defeating me are futile."

Despite still feeling the effects of the headbutt, Peter still looked at Otto with a glare of pure disdain. "I've been in worse situations than this," he retorted, then surprised Otto by using his right hand to shoot a small ball of webbing into his eyes, blinding him and forcing him to let go of him. Once free, Peter moved underneath his now sightless enemy's left side, and in the process, wrapped both of his arms around Otto's left arm. Once he was behind him, Peter jumped up and grapevined his legs around Otto's other arm, positioning himself horizontally across Otto's back and forcing his arms out to look like that of a crucifixion. Moments later, Peter lowered his body weight, which in turned, forced Otto to fall backward and rammed his shoulders on the hard roof floor, causing Otto to fall on his stomach. As for Peter, he rolled away from the fallen Otto and quickly get back up on his feet. "And every time, I've always come out on top, and this time won't be any different!"

As he got up, Otto shook his head, then ripped the webbing off his eyes and set sights at Peter, now seething with anger. "We'll see about that!" he declared, then got up and ran towards Peter himself, who by this time was now in a defensive stance.

Meanwhile, back in the Stacy household, a deeply worried Gwen Stacy is still glue to the television, watching her boyfriend fight against, as far as she was concerned, a very disturbed imposter. Though she knew that as Spider-Man, Peter has always come out on top, she still hated to see him put himself in such dangerous situations. For now, all that Gwen could do was have enough Peter that he will come out of this unscathed, and when she saw him again, remember to give him two things. One, the infamous 'look' for making her worry, then a tight hug for as long as possible, for fear that as long as he was a costumed hero, she might not get another chance.

Back in the match, Peter found himself dodging punches from a now frustrated Otto. After ducking underneath a left hook, Peter popped up and tried to fight back by throwing a right cross.

However, thanks to his spider-sense, Otto anticipated this move and stopped it by holding up his right arm to block the blow, then grabs hold of his wrist. He then saw Peter try to fight back by turning and going for a left back-fist, and thus used his free hand to catch and grab hold of that wrist as well. Now having Peter right where he wanted him, Otto spread both of Peter's arms outward, which gave him the opening he needed to deliver a stiff right legged knee strike to his old foe's lower back, causing him to grunt painfully. It was here that Otto soon leaned in and whispered this into Peter's ear. "You will not rob me of victory this day," said Otto with venom in his voice. "Nor will you prevent me from taking everything…and EVERYONE you hold dear!"

Just like before, hearing this angered Peter just enough for him to ignore the pain from that last blow. And since Otto obviously did not learn his lesson in regards to mentioning his loved ones, a now fuming Peter decided get his point across by giving his name stealing opponent an even harder beating. "I can…" Peter said under his breath, then bent down slightly. "…AND I WILL!" With that battle cry, Peter jumped and flipped forward, his feet connecting with Otto's chin and forcing him to let go of his wrists. Once he landed on his feet, the now free Peter turns around and gives the loopy Otto right hook to the face, then followed it up with a left. Seconds later, he followed up with more punches, then added a few kicks, each blow getting stronger and faster, similar to that of the 'crawler assault' he gave to Osborn in their match back in the Contest of Champions tournament.

After taking so much Otto, finally managed to block a left hood and throw a right hook in response.

Fortunately for Peter though, he saw this coming ducked. Then from a kneeling position, Peter performed a back flip-kick, once again hitting Otto in the jaw, but this time, with enough force to actually sent him up a few feet into the air. Once Peter landed on his feet, he pointed both of his hands up, shot two web-lines which stuck to Otto's chest and pulled him down towards him. Once his old foe was close enough, Peter jumped up and performed a spinning back kick, nailing Otto in the chest and sending him flying and hitting his back up against the fencing.

This resulted in the buzzer going off for the seventh and final time, and the levitating metal slabs to float down into the openings in the roof floor and the fence itself to pop open and lower down. A full indication that this 'Clash of the Spiders' was finally over, and that Peter had won.

As for the dazed Otto himself, after taking such a power kick, as well as suffering from the numerous blows from before, all he could was pass out and lay on the roof floor unconscious, as well as defeated.

Back in the Stacy residence, Gwen saw Peter's victory, and stood up and jumped around in pure joy. "YES! YESS! ALL RIGHT, PETE!" she exclaimed happily, then is brought out of her happiness when she heard the phone ring. This caused Gwen to stop cheering and look at the phone's caller I.D., seeing that number was that of her father's cellphone. And so, after clearing her throat to calm herself, Gwen soon picked up the phone. "Hello?" she answered, trying to sound as normal as possible.

" _ **Gwen, it's me,"**_ George replied on the other end. _**"I was just calling to check on you. Is everything all right?"**_

Before replying, Gwen took one last moment to look at the TV to see Peter standing over the fallen Otto, a sight that made her smile. "Couldn't be better."

Back on the roof, the cage had finally lowered down, and Peter still stood vigilant as he looked down at the now outcold and beaten Otto. _"Nice try, Ock,"_ he thought. _"Consider this a lesson in humility, curtesy of the REAL Spider-Man…me!"_

 **WINNER AND ONE TRUE, SPECTACULAR SPIDER-MAN: PETER PARKER**


	21. EPILOGUE

**EPILOGUE**

" _ **Well, of all the battles I've had since becoming Spider-Man, this one officially takes the cake in being one of the craziest! One in which I am beyond glad to finally be rid of, and thankfully, one that ended on a positive note."**_

On the Hammer Industries rooftop, where the Clash of the Spiders took place, Peter is still standing victorious over the unconscious Otto. Moments later, Peter is soon surprised when he heard the sound of a metal door opening, causing him to turn around and look in the direction of where the sound was coming from.

Sure enough, at the very center of the roof, a large doorway was opening, and revealed the Avengers themselves on standing on a rising platform. Once they reached the roof, Iron Man looked around concerned, for while he was glad that he and his teammates took care of Ultron, he knew that the android was only HALF the problem. But, once he saw Peter still on his feet and Otto outcold, his worries soon went away, knowing that the Web-Head didn't let him down in beating the disguised Doc Ock, as well as take the title that was rightfully his. The Shellhead later spotted the hovering camera up in the air, and with a smile behind his faceplate, looked up to address the people watching. "People of New York, you are in for a treat," said Iron Man in his usual fun loving, if not eccentric tone, then pointed his finger at the surprised Peter. "First, we repent you with your winner, the REAL Spider-Man! A fact we've known all along and what makes us proud to have him as our teammate and friend."

Peter couldn't help but smile sheepishly under his mask, for even being long established as part of the team, he still got goosebumps whenever he heard Iron Man, Cap, or any of Earth's Mightiest Heroes declare him as one of their own. And is even more humbled when the rest of the Avengers gathered around him, all smiling proudly, even the skeptic Hawkeye.

All in which led a smiling Cap place his hand on Peter's shoulder to get his attention. "One of the few things Tony and I agree on, son."

Iron Man heard Cap's comment, and thus turned briefly and gave the Super Soldier a small nod of agreement. Afterwards, Iron Man turned and looked back up at the camera. "The second is to inform you that this whole thing has been a ruse that, as far as we're concerned, nearly succeeded putting New York, if not the whole world in jeopardy. And S.H.I.E.L.D., because we know you're watching, you're going to want to hear this."

" _ **Tony told everyone, on national television, all about Ultron and Otto's plot, and got a hold of Hammer's computer records to use as proof. Naturally, Fury and the rest of S.H.I.E.L.D. came to Tony, and once he gave them what they needed, we went to work on rounding up baddies. Well, ONE of them anyway…"**_

After being unconscious for so long, a groggy Otto was starting to come to, albeit with his vision being somewhat fuzzy. Moments later, his vision began to clear somewhat, and found himself looking up of what appeared to be a metal ceiling. Though this alone was enough to confuse him, Otto song grew startled when found himself unable to move his hands and feet. Once his vision was finally clear, Otto looked down to see that instead of the young, athletically built teenage body he was getting used to, it was the overweight body strapped down on to a metal table. Frantically, he turned to the left to see the now lifeless body of Anton Gunther right beside him, then turned to the right to see the faint reflection in a window to see that he was now the middle aged, overweight body of Otto Octavius once more, dressed in blue scrubs. The shocked Otto later looked forward, and what he saw next was something that made his eyes grow large with fright.

It was that of Peter, still in his Spider-Man costume, along with the Avengers, Nick Fury and five S.H.I.E.L.D. agents, all of whom were pointing their laser rifles at him. Also with them was that of an angry Justin Hammer, now free from Ultron and wearing a white T-Shirt with a S.H.I.E.L.D. symbol on it, grey sweatpants and running shoes, all of which were lent to him by Nick Fury. With the knowledge of having been possessed by a humanity hating android, and being forced to wearing such embarrassing clothing after losing his suit, Justin looked at Otto with pure disdain, knowing full well that Otto had a hand in his misfortune.

Out of all the people present to talk to the stunned Otto, it is Peter who is the first to address him, all while crossing his arms and smiling behind his mask. "Welcome back, Ock!"

As a flabbergasted Otto looked at and his friends, he desperately to get out of his bonds, but to no avail. "This…this can't be happening!" he exclaimed in disbelief. "How did you know how to…?"

It was here that Iron Man is the next to speak up. "Figure out how to use that mind switching machine of yours?" he interjected with his usual laid back demeanor. "Well, after taking care of Ultron, we took a peek at your computer files."

Moments later, the stone faced Nick Fury stepped forward looked down at the restrained Otto. "And now that your back to your old self…you're under arrest."

" _ **Yep, Ock was brought down, and brought down hard! Hammer, on the other hand, was a different story. True, he was a scumbag who prayed on the innocent, but seeing is how he was possessed by Ultron in this case, technically, he didn't do anything wrong. As such, he was more than happy to have Tony and Nick look through his files for evidence to arrest Ock, in exchange for not charging him too…which sadly, we agreed to. Sure, it left a bad taste in everyone's mouth, but Tony told us that when the right time comes, we'll make sure that he pays for his past crimes too. Which, for me, was fair enough, but I know that it was bitter pill to swallow for the rest of the Avengers to have to wait. And, while on that subject, there's somebody else I know who isn't exactly the patient type…"**_

Back in the Daily Bugle, Robbie, as Betty and the rest of the Bugle staff, were once again enduring the loud screams of a livid J. Jonah Jameson, who like everyone just watched Peter win the match and had Iron Man reveal the truth. "SHANANIGANS! SHANANIGANS!" Jonah roared. "I BET THAT WALL CRAWLING FREAK SET THIS WHOLE THING UP! HOW MUCH DID HE PAY OCTAVIUS TO HELP HIM WITH THIS CON!"

In the midst of Jonah's tantrum, Robbie heard his iPhone ringing, and as he pulled it out, he saw that it was an e-mail from Peter, along with digital pictures of his fight with Ock as an attachment. While he wondered how Peter managed to get them, Robbie smiled a little, knowing that these would be great for the front page of the next banner headline, and that he would show them to Jonah once he stopped his tirade…and hopefully did have a heart attack.

" _ **Ah good old' Jonah, always a bright ray of sunshine. And yeah, I know that he was going to use the pictures I secretly took as part of his Spidey hate campaign. But it didn't matter…"**_

Back in the Parker residence, Peter, now in more relaxed clothing, as well as a black eye and bandage on his forehead, is seen typing on his computer as part of his new hobby, keeping a journal.

Little did he know, Gwen had just walked in the doorway, and upon seeing Peter typing, smiled as she entered quietly.

As for Peter, he continued to type what he was thinking. "At the end of the day, bad guys lost, good guys won, and everybody's better off for it," he unknowingly said out loud. "All in which I showed Ock who the real Web-Slinging misfit in this town is."

Finally, Gwen decided to make presence known. "One who apparently enjoys narrating to himself," she said playfully.

Naturally, this was enough to startle Peter, thus promoting him to turn and see Gwen right behind him. "Oh, Gwen hey," he said with a sheepish smile, then sighed and looked down somewhat annoyed. "Man, I do need to work on that."

Gwen giggled a little, then leaned in and gently wrapped her arms around Peter's neck, as well as gave him a small peck on the cheek. "Work on that, as well as coming back to me in one piece, Peter Parker."

A smiling Peter welcomed the warmed of feeling Gwen's touched, and thus used right hand to gently hold her arms close. "You bet, Gwendolyn Stacy," he said to her softly, then briefly turned to face her and gazed into her blue eyes, until finally, their lips touched.

Downstairs, however, a concerned May Parker is at the bottom of the stairway, whereas in the dining room, the Avengers themselves, this time in more relax civilian clothing, were all seated around the dinner table, all waiting to begin the 'family dinner.' "Peter, Gwen, are you coming down?" she called, silently hoping that the two lovers are not engaging in any 'funny business.'

Back upstairs, hearing May shocked Peter and Gwen enough to instantly backed away from one another. It was here that the blushing Gwen was reminded of why she came up to Peter's room to begin with. "Right, your aunt wanted me to get you to come down. Everybody's waiting."

"Oh, okay," said Peter, his face just as red, then turned to the door. "Yeah Aunt May, we'll be right down," he called back, then turned to his computer to save and turned off his computer, stood up from his chair, then turned his attention to Gwen, offering his hand to her. "So, you ready?"

Gwen took Peter's hand with and even bigger smile. "Wouldn't miss it for the world, Mr. Parker."

"Me neither," replied an equally happy Peter, then both he and his girlfriend proceeded to walk downstairs and have dinner with not just his aunt, but his newly added family members that were the Avengers.

" _ **Not going to lie, Ock nearly had me this time, having powers similar to mine. But he lacked a few things that kept him from being a true Spider-Man. One, the motto of 'With great power, comes great responsibility.' Two, having the trust of Earth's Mightiest Heroes, who have grown to become not just your friends, but a close family….even Hawkeye. And three, the world's greatest girlfriend and aunt, who give you the strength to keep facing any challenge. All which made Ock fail in trying to take my name. Sure, he may have had cool weapons to back up his spider powers, thinking it made him 'Superior'. But personally, I'll take being 'Friendly Neighborhood' over Superior anyday."**_

 **THE END**

 **AUTHOR'S NOTE:Hey guys, I'm reposting this to see if the site's e-mail notification system is working again. Last time I posted this, not a whole lot of people saw it, and for my followers, I do apologize. So here's hoping you guys get this and that everything is working again. But anywho, I hope you had fun reading this story! Personally, I felt it was more of an OVA (anime fan in me, LOL) than an actual sequel, but it was still fun to write. And if you want more web-slinging action, feel free to check out my latest story: SPIDER-MAN: BEST OF BOTH WORLDS! Until then…stay marvelous, True Believers!**


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